-----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, VA5LN4KaS0uFTFSkUdm4E+9qNLt4WigbtnF66w95TaEVWipY130Cp5/PtQTu/ztX ppYtmmZwQDVch4bxnCEhQQ== 0000769993-04-000482.txt : 20040810 0000769993-04-000482.hdr.sgml : 20040810 20040810181806 ACCESSION NUMBER: 0000769993-04-000482 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20040806 FILED AS OF DATE: 20040810 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS III GERMANY CLP CENTRAL INDEX KEY: 0001232110 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14993 FILM NUMBER: 04965459 MAIL ADDRESS: STREET 1: MESSE TURM 60308 STREET 2: FRANKFURT AM MAIN CITY: GERMANY STATE: 2M ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS III OFFSHORE LP CENTRAL INDEX KEY: 0001232113 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14993 FILM NUMBER: 04965450 MAIL ADDRESS: STREET 1: MESSE TURM 60308 STREET 2: FRANKFURT AM MAIN CITY: GERMANY STATE: 2M ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STONE STREET 1998 LLC CENTRAL INDEX KEY: 0001232098 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14993 FILM NUMBER: 04965455 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRIDGE STREET FUND 1998 LP CENTRAL INDEX KEY: 0001061657 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14993 FILM NUMBER: 04965458 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 100004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STONE STREET FUND 1998 LP CENTRAL INDEX KEY: 0001061660 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14993 FILM NUMBER: 04965457 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS ADVISORS III LLC CENTRAL INDEX KEY: 0001232083 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14993 FILM NUMBER: 04965456 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARMIKE CINEMAS INC CENTRAL INDEX KEY: 0000799088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 581469127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1301 FIRST AVE CITY: COLUMBUS STATE: GA ZIP: 31901 BUSINESS PHONE: 7065763400 MAIL ADDRESS: STREET 1: P O BOX 391 CITY: COLUMBUS STATE: GA ZIP: 31994 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14993 FILM NUMBER: 04965452 BUSINESS ADDRESS: STREET 1: 85 BROAD ST STREET 2: C/O GOLDMAN SACHS & CO CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC/ CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1128 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14993 FILM NUMBER: 04965453 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO OHG CENTRAL INDEX KEY: 0001031766 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14993 FILM NUMBER: 04965454 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129027202 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS CAPITAL PARTNERS III L P CENTRAL INDEX KEY: 0001064467 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14993 FILM NUMBER: 04965451 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10005 FORMER NAME: FORMER CONFORMED NAME: GS CAPITAL PARTERS III L P DATE OF NAME CHANGE: 19980619 4 1 cmck4040806gsg_ex.xml X0202 4 2004-08-06 0 0000799088 CARMIKE CINEMAS INC CKEC 0000886982 GOLDMAN SACHS GROUP INC/ 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0000769993 GOLDMAN SACHS & CO 85 BROAD ST C/O GOLDMAN SACHS & CO NEW YORK NY 10004 0 0 1 0 0001064467 GS CAPITAL PARTNERS III L P 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001232113 GS CAPITAL PARTNERS III OFFSHORE LP MESSE TURM 60308 FRANKFURT AM MAIN GERMANY 2M 00000 GERMANY 0 0 1 0 0001232110 GS CAPITAL PARTNERS III GERMANY CLP MESSE TURM 60308 FRANKFURT AM MAIN GERMANY 2M 00000 GERMANY 0 0 1 0 0001061657 BRIDGE STREET FUND 1998 LP 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001061660 STONE STREET FUND 1998 LP 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001232083 GS ADVISORS III LLC 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0001232098 STONE STREET 1998 LLC 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0001031766 GOLDMAN SACHS & CO OHG 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 Common Stock 2004-08-06 4 P 0 454 33.14 A 2693666 I See Footnotes Common Stock 2004-08-06 4 S 0 56 33.03 D 2693610 I See Footnotes Common Stock 2004-08-06 4 S 0 198 33.06 D 2693412 I See Footnotes Common Stock 2004-08-06 4 S 0 200 33.07 D 2693212 I See Footnotes The securities reported herein as purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any to Carmike Cinemas, Inc. (the "Company"). Goldman Sachs beneficially owns directly and The Goldman Sachs Group, Inc. ("GS Group") may be deemed to beneficially own indirectly 100 shares of Carmike Cinemas, Inc., common stock, par value $.03 per share ("Common Stock"). The Reporting Persons, other than Goldman Sachs and GS Group, disclaim beneficial ownership of the securities beneficially owned directly by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group. Spear, Leeds & Kellogg, L.P. ("SLK") beneficially owns directly and GS Group may be deemed to beneficially own indirectly 200 shares of Common Stock. SLK is an indirect wholly-owned subsidiary of GS Group. The Reporting Persons, other than GS Group, disclaim beneficial ownership of the securities owned directly by SLK. Each of Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 2,692,912 shares of Common Stock beneficially owned by GS Capital Partners III, L.P. ("GSCP III"), GS Capital Partners III Offshore, L.P. ("GSCP III Offshore"), GS Capital Partners III Germany Civil Law Partnership (with limitation of liability) ("GSCP III Germany"), Stone Street Fund 1998, L.P. ("Stone 1998"), Bridge Street Fund 1998, L.P. ("Bridge 1998" and, together with GSCP III, GSCP III Offshore, GSCP III Germany and Stone 1998, the "Limited Partnerships"). Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner of the Limited Partnerships. Goldman Sachs serves as the manager of GS Advisors III, L.L.C. ("GS Advisors III") and Stone Street 1998, L.L.C. ("Stone 1998 GP") and as the investment manager of GSCP III, GSCP III Offshore and GSCP III Germany. Goldman Sachs and GS Group each disclaims beneficial ownership of the securities owned by the Limited Partnerships except to the extent of its pecuniary interest therein. GSCP III beneficially owns directly 1,834,581 shares of Common Stock and GSCP III Offshore beneficially owns directly 504,348 shares of Common Stock. GS Advisors III, as the sole general partner of GSCP III and GSCP III Offshore, may be deemed to beneficially own indirectly an aggregate of 2,338,929 shares of Common Stock. GS Advisors III disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein GSCP III Germany beneficially owns directly, and its managing partner, Goldman, Sachs & Co. oHG ("GS oHG"), may be deemed to beneficially own indirectly 84,693 shares of Common Stock. GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Stone 1998 beneficially owns directly 206,860 shares of Common Stock and Bridge 1998 beneficially owns directly 62,430 shares of Common Stock. Stone 1998 GP, as the general partner of Stone 1998 and the managing general partner of Bridge 1998, may be deemed to beneficially own indirectly, in the aggregate, 269,290 shares of Common Stock. Stone 1998 GP disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. s/ Edward T. Joel, Attorney-in-fact 2004-08-10 s/ Edward T. Joel, Attorney-in-fact 2004-08-10 s/ Edward T. Joel, Attorney-in-fact 2004-08-10 s/ Edward T. Joel, Attorney-in-fact 2004-08-10 s/ Edward T. Joel, Attorney-in-fact 2004-08-10 s/ Edward T. Joel, Attorney-in-fact 2004-08-10 s/ Edward T. Joel, Attorney-in-fact 2004-08-10 s/ Edward T. Joel, Attorney-in-fact 2004-08-10 s/ Edward T. Joel, Attorney-in-fact 2004-08-10 s/ Edward T. Joel, Attorney-in-fact 2004-08-10 EX-24 2 gsgpoa.txt GS GROUP - POWER OF ATTORNEY 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 12, 2003. THE GOLDMAN SACHS GROUP, INC. By: s/ Gregory K. Palm ------------------------------------------ Name: GREGORY K. PALM Title: Executive Vice President and General Counsel EX-24 3 gscopoa.txt GOLDMAN SACHS - POWER OF ATTORNEY 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, 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 November 19, 2003. GOLDMAN, SACHS & CO. By: s/ Gregory K. Palm ----------------------------------- Name: GREGORY K. PALM Title: Managing Director EX-24 4 gscpiiilppoa.txt GSCP III LP - POA POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III, 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, 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 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 5, 2004. GS CAPITAL PARTNERS III, L.P. By: GS Advisors III, L.L.C. s/ KACA B. ENQUIST - --------------------- KACA B. ENQUIST Vice President EX-24 5 gscpiiioffshorepoa.txt GSCP III OFFSHORE - POA POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III OFFSHORE, 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, 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 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 4, 2004. GS CAPITAL PARTNERS III OFFSHORE, L.P. By: GS Advisors III, L.L.C. /s/ KACA B. ENQUIST - ------------------------------ KACA B. ENQUIST Vice President EX-24 6 gscpiiigermanypoa.txt GSCP III GERMANY - POA POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS CAPITAL PARTNERS III, GERMANY CIVIL LAW PARTNERSHIP (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, 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 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 5, 2004. GS CAPITAL PARTNERS III, GERMANY CIVIL LAW PARTNERSHIP By: Goldman, Sachs & Co. oHG By: Goldman, Sachs & Co. Finanz GmbH /s/ SABINE MOCK /s/ MICHAEL SCHRAMM - ----------------------------- ------------------------------- SABINE MOCK MICHAEL SCHRAMM Executive Director Executive Director EX-24 7 bsf1998lppoa.txt BRIDGE STREET FUND 1998 LP - POA POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET FUND 1998, 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, 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 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 5, 2004. BRIDGE STREET FUND 1998, L.P. By: Stone Street 1998, L.L.C. /s/ KACA B. ENQUIST - ------------------------------ KACA B. ENQUIST Vice President EX-24 8 ssf1998lppoa.txt STONE STREET FUND 1998 LP - POA POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET FUND 1998, 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 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 August 5, 2004. STONE STREET FUND 1998, L.P. By: Stone Street 1998, L.L.C. By: s/ KACA B. ENQUIST --------------------- Name: KACA B. ENQUIST Title: Vice President EX-24 9 gsadvisorsiiillcpoa.txt GS ADVISORS III LLC - POA POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GS ADVISORS III, 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 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 August 4, 2004. GS ADVISORS III, L.L.C. By: s/ KACA B. ENQUIST ------------------------------ Name: KACA B. ENQUIST Title: Vice President EX-24 10 ss1998llcpoa.txt STONE STREET 1998 LLC - POA POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that STONE STREET 1998, 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 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 August 5, 2004. STONE STREET 1998, L.L.C. By: s/ KACA B. ENQUIST ---------------------- Name: KACA B. ENQUIST Title: Vice President EX-24 11 gscoohgpoa.txt GOLDMAN SACHS OHG - POA POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. oHG (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, 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 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 5, 2004. GOLDMAN, SACHS & CO. oHG /s/ SABINE MOCK /s/ MICHAEL SCHRAMM - ----------------------------- ------------------------------- SABINE MOCK MICHAEL SCHRAMM Executive Director Executive Director -----END PRIVACY-ENHANCED MESSAGE-----