-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IHPXVixdlJlfQiuoI7Le+6J+/UUyX/kZj1v0qDhUHf7Yv9srVFsceTIrAV+MSvNU Kw3egm9TGXyQvAW7B/xA+g== 0000769993-05-000278.txt : 20050214 0000769993-05-000278.hdr.sgml : 20050214 20050214114307 ACCESSION NUMBER: 0000769993-05-000278 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050214 DATE AS OF CHANGE: 20050214 GROUP MEMBERS: GOLDMAN SACHS EXECUTION AND CLEARING, L.P. GROUP MEMBERS: GS ARCHIPELAGO INVESTMENT, L.L.C. GROUP MEMBERS: SLK LLC GROUP MEMBERS: SLK-HULL DERIVATIVES LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARCHIPELAGO HOLDINGS INC CENTRAL INDEX KEY: 0001107389 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 364298373 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79994 FILM NUMBER: 05605222 BUSINESS ADDRESS: STREET 1: 100 SOUTH WACKER DRIVE STREET 2: SUITE 1800 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124427632 MAIL ADDRESS: STREET 1: 100 SOUTH WACKER DRIVE STREET 2: SUITE 1800 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: ARCHIPELAGO HOLDINGS L L C DATE OF NAME CHANGE: 20000218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1128 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 SC 13G 1 archipelagoholdings.txt INITIAL - PRE IPO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Archipelago Holdings, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 03957A104 -------------------------------------------- (CUSIP Number) December 31, 2004 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [_] Rule 13d-1(c) [X] Rule 13d-1(d) Page 1 of 17 pages - ----------------------- CUSIP No. 03957A104 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person 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. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 7,305,722 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 7,305,722 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,305,722 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 15.5% - ------------------------------------------------------------------------------ 12. Type of Reporting Person HC-CO - ------------------------------------------------------------------------------ Page 2 of 17 pages - ----------------------- CUSIP No. 03957A104 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person Goldman Sachs Execution and Clearing, L.P. (formerly Spear, Leeds & Kellogg, L.P.) - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization New York - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 5,877,797 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 5,877,797 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 5,877,797 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 12.5% - ------------------------------------------------------------------------------ 12. Type of Reporting Person BD-PN - ------------------------------------------------------------------------------ Page 3 of 17 pages - ----------------------- CUSIP No. 03957A104 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person GS Archipelago Investment, L.L.C. - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 1,264,877 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 1,264,877 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,264,877 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 2.7% - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ Page 4 of 17 pages - ----------------------- CUSIP No. 03957A104 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person SLK-Hull Derivatives LLC - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 163,048 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 163,048 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 163,048 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.3% - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ Page 5 of 17 pages - ----------------------- CUSIP No. 03957A104 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person SLK LLC - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] - ------------------------------------------------------------------------------ 3. SEC Use Only - ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization New York - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 5,877,797 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 5,877,797 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 5,877,797 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 12.5% - ------------------------------------------------------------------------------ 12. Type of Reporting Person OO - ------------------------------------------------------------------------------ Page 6 of 17 pages Item 1(a). Name of Issuer: Archipelago Holdings, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 100 South Wacker Drive, Suite 1800 Chicago, IL 60606 Item 2(a). Name of Persons Filing: The Goldman Sachs Group, Inc., Goldman Sachs Execution and Clearing, L.P., GS Archipelago Investment, L.L.C., SLK-Hull Derivatives LLC and SLK LLC Item 2(b). Address of Principal Business Office or, if none, Residence: 85 Broad Street New York, NY 10004 Item 2(c). Citizenship: The Goldman Sachs Group, Inc. - Delaware Goldman Sachs Execution and Clearing, L.P. - New York GS Archipelago Investment, L.L.C. - Delaware SLK-Hull Derivatives LLC - Delaware SLK LLC - New York Item 2(d). Title of Class of Securities: Common Stock, $0.01 par value Item 2(e). CUSIP Number: 03957A104 Item 3. Not applicable. This Schedule 13G is filed pursuant to Rule 13d-1(d). Page 7 of 17 pages Item 4. Ownership.* (a). Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s). (b). Percent of Class: See the response(s) to Item 11 on the attached cover page(s). (c). Number of shares as to which such person has: (i). Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s). (ii). Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s). (iii). Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s). (iv). Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s). Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. See Exhibit (99.2) Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. Not Applicable - -------------------------- * 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 ("IBD") of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities, if any, beneficially owned by any other operating unit of GSG. 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. Page 8 of 17 pages SIGNATURE 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: February 14, 2005 THE GOLDMAN SACHS GROUP, INC. By:/s/ Ted Chang --------------------------------- Name: Ted Chang Title: Attorney-in-fact GOLDMAN SACHS EXECUTION AND CLEARING, L.P. By:/s/ Ted Chang --------------------------------- Name: Ted Chang Title: Attorney-in-fact GS ARCHIPELAGO INVESTMENT, L.L.C. By:/s/ Ted Chang --------------------------------- Name: Ted Chang Title: Attorney-in-fact SLK-HULL DERIVATIVES LLC By:/s/ Ted Chang --------------------------------- Name: Ted Chang Title: Attorney-in-fact SLK LLC By:/s/ Ted Chang --------------------------------- Name: Ted Chang Title: Attorney-in-fact Page 9 of 17 pages INDEX TO EXHIBITS Exhibit No. Exhibit - ----------- ------- 99.1 Joint Filing Agreement, dated February 14, 2005, between The Goldman Sachs Group, Inc., Goldman Sachs Execution and Clearing, L.P., GS Archipelago Investment, L.L.C., SLK-Hull Derivatives LLC and SLK LLC. 99.2 Item 7 Information 99.3 Power of Attorney, dated December 12, 2003, relating to The Goldman Sachs Group, Inc. 99.4 Power of Attorney, dated August 6, 2004, relating to Goldman Sachs Execution & Clearing, L.P. 99.5 Power of Attorney, dated August 6, 2004, relating to GS Archipelago Investment, L.L.C. 99.6 Power of Attorney, dated August 6, 2004, relating to SLK- Hull Derivatives, LLC. 99.7 Power of Attorney, dated August 6, 2004, relating to SLK LLC. Page 10 of 17 pages Exhibit (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Archipelago Holdings, Inc. and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: February 14, 2005 THE GOLDMAN SACHS GROUP, INC. By:/s/ Ted Chang --------------------------------- Name: Ted Chang Title: Attorney-in-fact GOLDMAN SACHS EXECUTION AND CLEARING, L.P. By:/s/ Ted Chang --------------------------------- Name: Ted Chang Title: Attorney-in-fact GS ARCHIPELAGO INVESTMENT, L.L.C. By:/s/ Ted Chang --------------------------------- Name: Ted Chang Title: Attorney-in-fact SLK-HULL DERIVATIVES LLC By:/s/ Ted Chang --------------------------------- Name: Ted Chang Title: Attorney-in-fact SLK LLC By:/s/ Ted Chang --------------------------------- Name: Ted Chang Title: Attorney-in-fact Page 11 of 17 pages Exhibit (99.2) ITEM 7 INFORMATION The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned by Goldman Sachs Execution and Clearing, L.P. ("GSEC"), a New York limited partnership and a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, GS Archipelago Investment, L.L.C. ("GSAI"), a Delaware limited liability company and SLK-Hull Derivatives LLC ("SLK-Hull"), a Delaware limited liability company. SLK LLC, a New York limited liability company, is the general partner of GSEC. GSEC, GSAI, SLK-Hull and SLK LLC are direct or indirect subsidiaries of GSG. Page 12 of 17 pages Exhibit (99.3) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Edward T. Joel, Saskia Brookfield Martin and Ted Chang, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of December 12th, 2003. THE GOLDMAN SACHS GROUP, INC. By:/s/ Gregory K. Palm - ---------------------------- Name: Gregory K. Palm Title: Executive Vice President and General Counsel Page 13 of 17 pages Exhibit (99.4) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS EXECUTION AND CLEARING, L.P. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Edward T. Joel and Ted Chang, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted ceases(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of January 26, 2005. GOLDMAN SACHS EXECUTION AND CLEARING, L.P. By: SLK LLC, its sole general partner By:/s/ Steven A. Wolf - ----------------------------------- Name: Steven A. Wolf Title: Vice President Page 14 of 17 pages Exhibit (99.5) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS ARCHIPELAGO INVESTMENT, L.L.C. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Edward T. Joel and Ted Chang, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted ceases(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of August 6, 2004. GS ARCHIPELAGO INVESTMENT, L.L.C. By:/s/ Duncan L. Niederauer - --------------------------------- Name: Duncan L. Niederauer Title: Chief Executive Officer Page 15 of 17 pages Exhibit (99.6) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that SLK-HULL DERIVATIVES, LLC (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Edward T. Joel and Ted Chang, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted ceases(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of August 6, 2004. SLK-HULL DERIVATIVES, LLC By:/s/ Mark F. Dehnert - ---------------------------------- Name: Mark F. Dehnert Title: Chief Executive Officer Page 16 of 17 pages Exhibit (99.7) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that SLK LLC (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Edward T. Joel and Ted Chang, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted ceases(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of August 6, 2004. SLK LLC By:/s/ Steven A. Wolf - ---------------------------------- Name: Steven A. Wolf Title: Vice President Page 17 of 17 pages -----END PRIVACY-ENHANCED MESSAGE-----