4/A 1 cmck40201gsg.txt AMENDED - JANUARY/2002 - GS GROUP, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ================================================================================ 1. Name and Address of Reporting Person* The Goldman Sachs Group, Inc. -------------------------------------------------------------------------------- (Last) (First) (Middle) 85 Broad Street -------------------------------------------------------------------------------- (Street) New York, New York 10004 -------------------------------------------------------------------------------- (City) (State) (Zip) ================================================================================ 2. Issuer Name and Ticker or Trading Symbol Carmike Cinemas, Inc. (CMKC) ================================================================================ 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) ================================================================================ 4. Statement for Month/Year January/2002 ================================================================================ 5. If Amendment, Date of Original (Month/Year) February 11, 2002 ================================================================================ 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [ ] Director [ X ] 10% Owner [ ] Officer (give title below) [ ] Other (specify below) ------------------------------------------- ================================================================================ 7. Individual or Joint/Group Filing (Check Applicable Line) [ ] Form filed by One Reporting Person [ X ] Form filed by More than One Reporting Person ================================================================================
==================================================================================================================================== Table I -- Non-Derivative Securities Acquired, Disposed of, | or Beneficially Owned | ==================================================================================================================================== | | | | |6. | | | | | 4. |5. |Owner- | | | | | Securities Acquired (A) or |Amount of |ship | | | | 3. | Disposed of (D) |Securities |Form: |7. | |2. | Transaction| (Instr. 3, 4 and 5) |Beneficially |Direct |Nature of | |Transaction | Code | -------------------------------|Owned at End |(D) or |Indirect | 1. |Date | (Instr. 8) | | (A) | |of Month |Indirect |Beneficial| Title of Security |(Month/Day/ | -----------| Amount | or | Price |(Instr. 3 |(I) |Ownership | (Instr. 3) |Year) | Code | V | | (D) | |and 4) |(Instr.4)|(Instr. 4)| -----------------------------------------------------------------------------------------------------------------------------------| | | | | | | | | | | Class A Common Stock | 1/31/02 | J(01) | | 408,000 | D | 01 | -0- | 01 | 01 | -----------------------------------------------------------------------------------------------------------------------------------| | | | | | | | | | | Common Stock | 1/31/02 | J(01) | | 4,199,527* | A | 01 | 01 | 01 | 01 | ====================================================================================================================================
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. **If the form is filed by more than one reporting person, see Instruction 4(b)(v). FORM 4 (continued)
==================================================================================================================================== Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned | (e.g., puts, calls, warrants, options, convertible securities) | ==================================================================================================================================== | | | | | | | |9. |10. | | | | | | | | | |Number |Owner-| | | | | | | | | |of |ship | | |2. | | | | | | |Deriv- |of | | |Conver- | | | 5. | |7. | |ative |Deriv-|11. | |sion | | | Number of | |Title and Amount | |Secur- |ative |Nature| |or | | | Derivative |6. |of Underlying |8. |ities |Secur-|of | |Exer- | |4. | Securities |Date |Securities |Price |Bene- |ity: |In- | |cise |3. |Trans-| Acquired (A) |Exercisable and |(Instr. 3 and 4) |of |ficially |Direct|direct| |Price |Trans- |action| or Disposed |Expiration Date |-----------------------|Deriv- |Owned |(D) or|Bene- | 1. |of |action |Code | of (D) |(Month/Day/Year) | |Amount |ative |at End |In- |ficial| Title of |Deriv- |Date |(Instr| (Instr. 3, |-----------------| |or |Secur- |of |direct|Owner-| Derivative |ative |(Month/ |8) | 4 and 5) |Date |Expira- | |Number |ity |Month |(I) |ship | Security |Secur- |Day/ |------| ------------ |Exer- |tion | |of |(Instr. |(Instr. |(Instr|(Instr| (Instr. 3) |ity |Year) |Code|V| (A) | (D) |cisable |Date |Title |Shares |5) |4) |4) |4) | -----------------------------------------------------------------------------------------------------------------------------------| 5.5% | | | | | | | | | | | | | | | Series A Senior| | | | | | | | | | | | | | | Cumulative | | | | | | | | | | | | | | | Convertible | | | | | | | | | | | | | | | Exchangeable | | | | | | | | | | | | | | | Preferred Stock| $25.00 | 1/31/02| J | | |550,000|11/30/99| 02 | 02 | 01,02 | 01 | -0- | 01 | 01 | Par Value $1.00| | |(01)| | | | (02) | | | | | | | | ====================================================================================================================================
This statement is being filed by GS Capital Partners III, L.P. ("GS Capital III"), GS Capital Partners III Offshore, L.P. ("GS Offshore"), GS Capital Partners III Germany Civil Law Partnership ("GS Germany"), Stone Street Fund 1998, L.P. ("1998 Stone"), Bridge Street Fund 1998, L.P. ("1998 Bridge"), Stone Street 1998, L.L.C. ("Stone L.L.C."), GS Advisors III, L.L.C. ("GS Advisors"), Goldman, Sachs & Co. oHG ("GS oHG"), Goldman, Sachs & Co. ("Goldman Sachs"), and The Goldman Sachs Group, Inc. ("GS Group") (collectively, the "Reporting Persons"). GS Capital III, GS Offshore, GS Germany, Bridge 1998 and Stone 1998, collectively, shall be referred to from time to time in this filing as the "Limited Partnerships." The principal business address of each Reporting Person (other than GS Offshore, GS Germany and GS oHG) is 85 Broad Street, New York, NY 10004. The principal business address for GS Offshore is c/o Maples and Calder, P.O. Box 309, Grand Cayman, Cayman Islands. The principal business address for each of GS Germany and GS oHG is MesseTurm, 60308 Frankfurt am Main, Germany. Explanation of Responses: * The Issuer has corrected the exchange rate for securities received by claimholders in the Issuer's Chapter 11 bankruptcy reorganization, and this filing amends the previous filing to reflect ownership by the Reporting Persons based on that revised exchange rate. 01: As disclosed by Carmike Cinemas, Inc. (the "Company") in the Amendment to Form 8-A filed with the Securities and Exchange Commission on January 31, 2002, on January 31, 2002 (the "Effective Date"), the Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the "Plan") of the Company became effective and, as a result, the shares of Class A Common Stock, par value $.03 per share ("Class A Common Stock"), and the shares of Class B Common Stock, par value $.03 per share ("Class B Common Stock" and, together with the Class A Common Stock, the "Old Common Stock"), and the shares of Series A Senior Cumulative Convertible Exchangeable Preferred Stock, par value $1.00 per share (the "Old Preferred Stock") of the Company issued and outstanding immediately prior to the Effective Date were automatically cancelled and extinguished. As of the Effective Date, in accordance with the Plan, the Company established, pursuant to its Amended and Restated Certificate of Incorporation, twenty-one million (21,000,000) shares of authorized capital stock of the Company, consisting of twenty million (20,000,000) shares of the Common Stock and one million (1,000,000) shares of Preferred Stock, par value $1.00 per share (the "Preferred Stock"). Based on information provided to the Reporting Persons by the Company, as of February 5, 2002, 9,000,000 shares of Common Stock were issued and outstanding, an additional 1,000,000 shares of Common Stock were reserved for issuance pursuant to the Carmike 2002 Stock Plan, and no shares of the Preferred Stock were issued and outstanding. Pursuant to the Plan, holders of Old Preferred Stock cancelled on the Effective Date received shares of Common Stock approximating 46.6% of the post-Effective Date shares of issued and outstanding Common Stock of the Company on a fully diluted basis; holders of Old Common Stock cancelled on the Effective Date received shares of Common Stock approximating 24.7% of the post-Effective Date shares of issued and outstanding Common Stock of the Company on a fully diluted basis. Immediately prior to the Effective Date, Goldman Sachs and GS Group may be deemed to have owned, beneficially and indirectly, an aggregate of 2,608,000 shares of Class A Common Stock, consisting of (a) 408,000 shares of Class A Common Stock beneficially owned by the Limited Partnerships, and (b) 2,200,000 shares of Class A Common Stock which may be deemed to have been beneficially owned by the Limited Partnerships by reason of their ownership of 550,000 shares of Old Preferred Stock. 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 for GS Advisors and Stone L.L.C. and as the investment manager for GS Capital III, GS Offshore and GS Germany. Goldman Sachs is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs and GS Group each disclaimed beneficial ownership of the securities owned by the Limited Partnerships except to the extent of their pecuniary interest therein. Immediately prior to the Effective Date, GS Capital III may be deemed to have owned, beneficially and directly, an aggregate of 1,776,731 shares of Class A Common Stock, consisting of (a) 277,955 shares of Class A Common Stock it beneficially owned and (b) 1,498,776 shares of Class A Common Stock which it may be deemed to have beneficially owned by reason of its ownership of 374,694 shares of Old Preferred Stock. Immediately prior to the Effective Date, GS Offshore may be deemed to have owned, beneficially and directly, an aggregate of 448,445 shares of Class A Common Stock, consisting of (a) 36,413 shares of Class A Common Stock it beneficially owned and (b) 412,032 shares of Class A Common Stock which it may be deemed to have beneficially owned by reason of its ownership of 103,008 shares of Old Preferred Stock. Immediately prior to the Effective Date, GS Advisors, as the general partner of GS Capital III and GS Offshore, may be deemed to have owned, beneficially and indirectly, an aggregate of 2,225,176 shares of Class A Common Stock, consisting of (a) 277,955 shares of Class A Common Stock beneficially owned by GS Capital III, (b) 1,498,776 shares of Class A Common Stock which may be deemed to have been beneficially owned by GS Capital III by reason of its ownership of 374,694 shares of Old Preferred Stock, (c) 36,413 shares of Class A Common Stock beneficially owned by GS Offshore and (d) 412,032 shares of Class A Common Stock which may be deemed to have been beneficially owned by GS Offshore by reason of its ownership of 103,008 shares of Old Preferred Stock. GS Advisors disclaimed beneficial ownership of these securities except to the extent of its pecuniary interest therein. Immediately prior to the Effective Date, GS Germany may be deemed to have owned, beneficially and directly, and its managing partner, GS oHG, may be deemed to have owned, beneficially and indirectly, an aggregate of 82,024 shares of Class A Common Stock, consisting of (a) 12,832 shares of Class A Common Stock beneficially owned by GS Germany and (b) 69,192 shares of Class A Common Stock which may be deemed to have been beneficially owned by GS Germany by reason of its ownership of 17,298 shares of Old Preferred Stock. GS oHG disclaimed beneficial ownership of these securities except to the extent of its pecuniary interest therein. Immediately prior to the Effective Date, 1998 Stone may be deemed to have owned, beneficially and directly, an aggregate of 200,337 shares of Class A Common Stock, consisting of (a) 31,341 shares of Class A Common Stock it beneficially owned and (b) 168,996 shares of Class A Common Stock which it may be deemed to have beneficially owned by reason of its ownership of 42,249 shares of Old Preferred Stock. Immediately prior to the Effective Date, 1998 Bridge may be deemed to have owned, beneficially and directly, an aggregate of 60,463 shares of Class A Common Stock, consisting of (a) 9,459 shares of Class A Common Stock it beneficially owned, and (b) 51,004 shares of Class A Common Stock which it may be deemed to have beneficially owned by reason of its ownership of 12,751 shares of Old Preferred Stock. Immediately prior to the Effective Date, Stone L.L.C., as the general partner of 1998 Stone and the managing general partner of 1998 Bridge, may be deemed to have owned, beneficially and indirectly, an aggregate of 260,800 shares of Class A Common Stock, consisting of (a) 31,341 shares of Class A Common Stock beneficially owned by 1998 Stone, (b) 168,996 shares of Class A Common Stock which may be deemed to have been beneficially owned by 1998 Stone by reason of its ownership of 42,249 shares of Old Preferred Stock, (c) 9,459 shares of Class A Common Stock beneficially owned by 1998 Bridge and (d) 51,004 shares of Class A Common Stock which may be deemed to have been beneficially owned by 1998 Bridge by reason of its ownership of 12,751 shares of Old Preferred Stock. Stone L.L.C. disclaimed beneficial ownership of these securities except to the extent of its pecuniary interest therein. Immediately after the Effective Date and pursuant to the Plan, each of Goldman Sachs and GS Group may be deemed to own, beneficially and indirectly, an aggregate of 4,199,527 shares of Common Stock, consisting of the 4,199,527 shares of Common Stock beneficially owned by the Limited Partnerships as described below. Goldman Sachs and GS Group each disclaim beneficial ownership of the securities owned by the Limited Partnerships except to the extent of their pecuniary interest therein. Immediately after the Effective Date and pursuant to the Plan, GS Capital III owned, beneficially and directly, an aggregate of 2,860,981 shares of Common Stock and GS Offshore owned, beneficially and directly, an aggregate of 786,517 shares of Common Stock. GS Advisors, as the sole general partner of GS Capital III and GS Offshore, may be deemed to own, beneficially and indirectly, an aggregate of 3,647,498 shares of Common Stock. GS Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Immediately after the Effective Date and pursuant to the Plan, GS Germany owned, beneficially and directly, and its managing partner, GS oHG, may be deemed to own, beneficially and indirectly, an aggregate of 132,077 shares of Common Stock. GS oHG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Immediately after the Effective Date and pursuant to the Plan, 1998 Stone owned, beneficially and directly, an aggregate of 322,593 shares of Common Stock and 1998 Bridge owned, beneficially and directly, an aggregate of 97,359 shares of Common Stock. Stone L.L.C., as the general partner of Stone 1998 and the managing general partner of Bridge 1998, may be deemed to own, beneficially and indirectly, an aggregate of 419,952 shares of Common Stock. Stone L.L.C. disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. 02: Each share of Old Preferred Stock was convertible, on and after November 30, 1999, at any time at the option of the holder into four shares of Class A Common Stock. As described above, pursuant to the Plan, as of the Effective Date, all 550,000 shares of Old Preferred Stock (convertible into 2,200,000 shares of Class A Common Stock), which may deemed to have been owned beneficially and indirectly by Goldman Sachs and GS Group through the Limited Partnerships were cancelled and extinguished. ***SIGNATURES: GOLDMAN, SACHS & CO. By: s/ Hans L. Reich ------------------------- Name: Hans L. Reich Title: Attorney-in-fact THE GOLDMAN SACHS GROUP, INC. By: s/ Hans L. Reich ------------------------- Name: Hans L. Reich Title: Attorney-in-fact GS ADVISORS III, L.L.C. By: s/ Hans L. Reich ------------------------- Name: Hans L. Reich Title: Attorney-in-fact GS CAPITAL PARTNERS III, L.P. By: s/ Hans L. Reich ------------------------- Name: Hans L. Reich Title: Attorney-in-fact GS CAPITAL PARTNERS III OFFSHORE, L.P. By: s/ Hans L. Reich ------------------------- Name: Hans L. Reich Title: Attorney-in-fact GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP (with limitation of liability) By: s/ Hans L. Reich ------------------------- Name: Hans L. Reich Title: Attorney-in-fact GOLDMAN, SACHS & CO. oHG By: s/ Hans L. Reich ------------------------- Name: Hans L. Reich Title: Attorney-in-fact STONE STREET FUND 1998, L.P. By: s/ Hans L. Reich ------------------------- Name: Hans L. Reich Title: Attorney-in-fact BRIDGE STREET FUND 1998, L.P. By: s/ Hans L. Reich ------------------------ Name: Hans L. Reich Title: Attorney-in-fact STONE STREET 1998, L.L.C. By: s/ Hans L. Reich ------------------------- Name: Hans L. Reich Title: Attorney-in-fact Date: April 1, 2002 *** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedures. Alternatively, this Form is permitted to be submitted to the Commission in electronic format at the option of the reporting person pursuant to Rule 101(b)(4) of Regulation S-T. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company") does hereby make, constitute and appoint each of Hans L. Reich and Roger S. Begelman, 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 8th, 2000. GOLDMAN, SACHS & CO. By: s/ Gregory K. Palm ---------------------------- Name: Gregory K. Palm Title: Managing Director 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 Hans L. Reich and Roger S. Begelman, 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 8th, 2000. THE GOLDMAN SACHS GROUP, INC. By: s/ Gregory K. Palm ------------------------------------ Name: Gregory K. Palm Title: Executive Vice President and General Counsel 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 Hans L. Reich and Roger S. Begelman, 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 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 January 31, 2000. GS CAPITAL PARTNERS III, L.P. By: GS Advisors III, L.L.C. By: /s/ Kaca B. Enquist --------------------------------- Name: Kaca B. Enquist Title: Vice President 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 Hans L. Reich and Roger S. Begelman, 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 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 January 31, 2000. GS CAPITAL PARTNERS III OFFSHORE, L.P. By: GS Advisors III, L.L.C. By: /s/ Kaca B. Enquist --------------------------------- Name: Kaca B. Enquist Title: Vice President 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 Hans L. Reich and Roger S. Begelman, 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 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 October 7, 1999. GS CAPITAL PARTNERS III GERMANY CIVIL LAW PARTNERSHIP By: Goldman, Sachs & Co. oHG By: Goldman, Sachs & Co. Finanz GmbH By: /s/ Andreas Kornlein --------------------------------- Name: Andreas Kornlein Title: Executive Director By: /s/ Sabine Mock --------------------------------- Name: Sabine Mock Title: Executive Director 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 Hans L. Reich and Roger S. Begelman, 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 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 January 21, 2000. GS ADVISORS III, L.L.C. By: /s/ Kaca B. Enquist ------------------------- Name: Kaca B. Enquist Title: Vice President POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. oHG, (the "Company") does hereby make, constitute and appoint each of Hans L. Reich and Roger S. Begelman, 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 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 March 28, 2000. GOLDMAN, SACHS & CO. oHG By: /s/ Andreas Kornlein --------------------------------- Name: Andreas Kornlein Title: Executive Director By: /s/ Sabine Mock --------------------------------- Name: Sabine Mock Title: Executive Director 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 Hans L. Reich and Roger S. Begelman, 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 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 16, 1999. 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 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 Hans L. Reich and Roger S. Begelman, 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 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 16, 1999. BRIDGE STREET FUND 1998, L.P. By: Stone Street 1998, L.L.C. By: /s/ Kaca B. Enquist ---------------------------- Name: Kaca B. Enquist Title: Vice President 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 Hans L. Reich and Roger S. Begelman, 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 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 16, 1999. STONE STREET 1998, L.L.C. By: /s/ Kaca B. Enquist --------------------------------- Name: Kaca B. Enquist Title: Vice President