-----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, Q6DEDFeTDFipiXLH8QqLtGZ04Ee0s12qTKqy/WhkcNwVIr5UqMX4HpIjH97aPF/+ IXWCATLRh1Ca83kGpaoOIQ== 0000769993-06-000478.txt : 20060214 0000769993-06-000478.hdr.sgml : 20060214 20060214100921 ACCESSION NUMBER: 0000769993-06-000478 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: GOLDMAN, SACHS & CO. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: International Securities Exchange, Inc. CENTRAL INDEX KEY: 0001295230 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 133969408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80618 FILM NUMBER: 06607725 BUSINESS ADDRESS: STREET 1: 60 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-943-2400 MAIL ADDRESS: STREET 1: 60 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 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: 1126 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 internationalsecurities.txt SCHEDULE 13G --------------------------------- OMB APPROVAL --------------------------------- OMB Number: 3235-0145 Expires: February 28, 2006 Estimated average burden hours per response.............11 --------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _)* International Securities Exchange, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, $0.01 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 46031W204 -------------------------------------------- (CUSIP Number) December 31, 2005 - ------------------------------------------------------------------------------- (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) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1745 (1-06) Page 1 of 11 pages - ----------------------- CUSIP No. 46031W204 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 1,888,740 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 7,830 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 1,888,740 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 77,980 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,966,720 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 5.2% - ------------------------------------------------------------------------------ 12. Type of Reporting Person HC-CO - ------------------------------------------------------------------------------ Page 2 of 11 pages - ----------------------- CUSIP No. 46031W204 13G - ----------------------- - ------------------------------------------------------------------------------ 1. Name of Reporting Person 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. Citizenship or Place of Organization New York - ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 7,830 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 77,980 - ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 77,980 - ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] - ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 0.2% - ------------------------------------------------------------------------------ 12. Type of Reporting Person BD-PN-IA - ------------------------------------------------------------------------------ Page 3 of 11 pages Item 1(a). Name of Issuer: International Securities Exchange, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 60 Broad Street New York, NY 10004 Item 2(a). Name of Persons Filing: The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. 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 & Co. - New York Item 2(d). Title of Class of Securities: Class A Common Stock, $0.01 par value Item 2(e). CUSIP Number: 46031W204 Item 3. Not applicable. This Schedule 13G is filed pursuant to Rule 13d-1(d). Page 4 of 11 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 5 of 11 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, 2006 THE GOLDMAN SACHS GROUP, INC. By:/s/ Yvette Kosic ----------------------------------- Name: Yvette Kosic Title: Attorney-in-fact GOLDMAN, SACHS & CO. By:/s/ Yvette Kosic ----------------------------------- Name: Yvette Kosic Title: Attorney-in-fact Page 6 of 11 pages INDEX TO EXHIBITS Exhibit No. Exhibit - ----------- ------- 99.1 Joint Filing Agreement, dated February 14, 2006, between The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. 99.2 Item 7 Information 99.3 Power of Attorney, dated November 7, 2005, relating to The Goldman Sachs Group, Inc. 99.4 Power of Attorney, dated November 7, 2005, relating to Goldman, Sachs & Co. Page 7 of 11 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 Class A Common Stock, par value $0.01 per share, of International Securities Exchange, 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, 2006 THE GOLDMAN SACHS GROUP, INC. By:/s/ Yvette Kosic ----------------------------------- Name: Yvette Kosic Title: Attorney-in-fact GOLDMAN, SACHS & CO. By:/s/ Yvette Kosic ----------------------------------- Name: Yvette Kosic Title: Attorney-in-fact Page 8 of 11 pages Exhibit (99.2) ITEM 7 INFORMATION The securities being reported on by the The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman, Sachs & Co. ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Page 9 of 11 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, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 it 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 November 7th, 2005. THE GOLDMAN SACHS GROUP, INC. By:/s/ Gregory K. Palm - ------------------------------------ Name: Gregory K. Palm Title: Executive Vice President and General Counsel Page 10 of 11 pages Exhibit (99.4) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, John M. O'Rourke, Felicia J. Rector, Michael T. Seeley, and Stephen Wong, (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 it 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 November 7th, 2005. GOLDMAN, SACHS & CO. By:/s/ Gregory K. Palm - ---------------------------- Name: Gregory K. Palm Title: Managing Director Page 11 of 11 pages -----END PRIVACY-ENHANCED MESSAGE-----