-----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, CXNinLBCx5ezF7KMwrdbXrt/KJZ8DSvB2WpDUfRrBBS7+ypbrNRZQ6kNF7K1+zSX MjO+o4oMkhm8G/OSo6L3OQ== 0000895345-98-000263.txt : 19980504 0000895345-98-000263.hdr.sgml : 19980504 ACCESSION NUMBER: 0000895345-98-000263 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980430 SROS: NASD GROUP MEMBERS: BRIDGE STREET FUND 1996, L.P. GROUP MEMBERS: GOLDMAN SACHS GROUP LP GROUP MEMBERS: GOLDMAN, SACHS & CO. GROUP MEMBERS: GOLDMAN, SACHS & CO. OHG GROUP MEMBERS: GS ADVISORS II (CAYMAN), L.P. GROUP MEMBERS: GS ADVISORS, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS II (GERMANY) CIVIL LAW GROUP MEMBERS: GS CAPITAL PARTNERS II OFFSHORE, L.P. GROUP MEMBERS: GS CAPITAL PARTNERS II, L.P. GROUP MEMBERS: PARTNERSHIP GROUP MEMBERS: STONE STREET EMPIRE CORP. GROUP MEMBERS: STONE STREET FUND 1996. L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RECOVERY ENGINEERING INC CENTRAL INDEX KEY: 0000818203 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 411557115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44835 FILM NUMBER: 98606420 BUSINESS ADDRESS: STREET 1: 9300 NORTH 75TH AVENUE CITY: MINNEAPOLIS STATE: MN ZIP: 55428 BUSINESS PHONE: 6125411313 MAIL ADDRESS: STREET 1: 9300 NORTH 75TH AVENUE CITY: MINNEAPOLIS STATE: MN ZIP: 55428 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP LP CENTRAL INDEX KEY: 0000904571 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133501777 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Recovery Engineering, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 756269106 ------------------------------------------------ (CUSIP Number) David J. Greenwald, Esq. Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 (212) 902-1000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 28, 1998 ------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. SCHEDULE 13D CUSIP No. 756269106 Page 2 of 31 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Goldman, Sachs & Co. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF,OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [x] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,020,101 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 1,020,101 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,020,101 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.1% 14 TYPE OF REPORTING PERSON* BD-PN-IA SCHEDULE 13D CUSIP No. 756269106 Page 3 of 31 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS The Goldman Sachs Group, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 5,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 1,020,101 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 5,000 10 SHARED DISPOSITIVE POWER 1,020,101 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,025,101 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2% 14 TYPE OF REPORTING PERSON* HC-PN SCHEDULE 13D CUSIP No. 756269106 Page 4 of 31 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS GS Capital Partners II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 633,767 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 633,767 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 633,767 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 756269106 Page 5 of 31 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS GS Capital Partners Offshore, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 251,948 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 251,948 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 251,948 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 756269106 Page 6 of 31 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS GS Capital Partners II (Germany) Civil Law Partnership (with limitation of liability) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 23,376 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 23,376 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,376 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 756269106 Page 7 of 31 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS GS Advisors, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 633,767 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 633,767 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 633,767 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 756269106 Page 8 of 31 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS GS Advisors II (Cayman), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 251,948 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 251,948 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 251,948 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 756269106 Page 9 of 31 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Goldman, Sachs & Co. oHG 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 23,376 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 23,376 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,376 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 756269106 Page 10 of 31 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Stone Street Fund 1996, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 60,191 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 60,191 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,191 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 756269106 Page 11 of 31 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Bridge Street Fund 1996, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 40,819 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 40,819 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,819 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 756269106 Page 12 of 31 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Stone Street Empire Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 101,010 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 101,010 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,010 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7% 14 TYPE OF REPORTING PERSON* CO This Amendment No. 4 (this "Amendment No. 4") is being filed by GS Capital Partners II, L.P. ("GSCP"), GS Capital Partners II Offshore, L.P. ("GSCP II Offshore"), GS Capital Partners II (Germany) Civil Law Partnership (with limitation of liability) ("GSCP II Germany," and together with GSCP and GSCP II Offshore, "GSCP II"), GS Advisors, L.P. ("GS Advisors"), GS Advisors II (Cayman), L.P. ("GS Advisors Cayman"), Goldman, Sachs & Co. oHG ("GS oHG"), Stone Street Fund 1996, L.P. ("Stone Street"), Bridge Street Fund 1996, L.P. ("Bridge Street," and together with Stone Street, the "Stone/Bridge Funds"), Stone Street Empire Corp. ("Empire Corp."), Goldman, Sachs & Co. ("Goldman Sachs") and The Goldman Sachs Group, L.P. ("GS Group," and together with GSCP, GSCP II Offshore, GSCP II Germany, GS Advisors, GS Advisors Cayman, GS oHG, Stone Street, Bridge Street, Empire Corp. and Goldman Sachs, the "Filing Persons")(FN1) to amend and supplement the Statement on Schedule 13D (the "Original Schedule 13D") filed by the Filing Persons on July 29, 1996, Amendment No. 1 to the Original Schedule 13D ("Amendment No. 1"), filed by the Filing Persons on April 9, 1997, Amendment No. 2 to the Original Schedule 13D filed by the Filing Persons on April 29, 1997 and Amendment No. 3 to the Original Schedule 13D filed by the Filing Persons on October 2, 1997, in respect of the Common Stock, par value $0.01 per share (the "Common Stock"), of Recovery Engineering, Inc., a Minnesota corporation (the "Company"). This Amendment No. 4 is being filed primarily to report a decrease in the percentage of the shares of Common Stock beneficially owned by (or which may be deemed to be beneficially owned by) the Filing Persons as a result of the issuance by the Company of 1,190,000 additional shares of Common Stock pursuant to a public offering consummated on April 28, 1998 (the "Public Offering"). The Filing Persons have not sold or otherwise disposed of any shares of Common Stock or any of the Notes of the Company. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Original Schedule 13D. - ------------------ [FN] 1 Neither the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 nor anything contained therein or herein shall be construed as an admission that any Filing Person constitutes a "person" for any purpose other than Section 13(d) of the Securities Exchange Act of 1934, as amended. Schedules II-A-i, II-A-ii and II-A-iii attached hereto are hereby substituted for Schedules II-A-i, II-A-ii and II-A-iii, respectively, attached to the Original Schedule 13D, as amended. Each reference to Schedules II-A-i, II-A-ii and II-A-iii contained in the Original Schedule 13D, as amended, shall be deemed to be a reference to Schedules II-A-i, II-A-ii and II-A-iii, respectively, hereto. ITEM 2. Identity and Background Item 2 of the Original Schedule 13D, as amended, is hereby further amended by substituting for the first paragraph thereof the following paragraph: As of April 29, 1998, (a) Goldman Sachs may be deemed to own beneficially 1,020,101 shares of Common Stock, in the aggregate, by reason of (i) the ownership by GSCP II and the Stone/Bridge Funds (collectively, the "Limited Partnerships") of the Notes, which are convertible into 1,010,101 shares of Common Stock, in the aggregate, and (ii) there being 10,000 shares of Common Stock in the aggregate in client accounts with respect to which Goldman Sachs or employees of Goldman Sachs have voting or investment discretion, or both (collectively, the "Managed Accounts"), and (b) GS Group may be deemed to own beneficially 1,025,101 shares of Common Stock, in the aggregate, by reason of (i) the ownership by the Limited Partnerships of the Notes, (ii) Mr. Sanjay H. Patel, a former Managing Director of Goldman Sachs, holding for the benefit of the GS Group, options (received by him in his capacity as a director of the Company while he was a Managing Director of Goldman Sachs and the designee of the Limited Partnerships to the Board of Directors of the Company) to purchase 5,000 shares of Common Stock (the "Patel Options") (see Item 4) and (iii) there being 10,000 shares of Common Stock, in the aggregate, in the Managed Accounts. Goldman Sachs and GS Group each disclaim beneficial ownership of the shares of Common Stock beneficially owned by the Limited Partnership to the extent of partnership interests in the Limited Partnerships held by persons other than Goldman Sachs, GS Group or their affiliates. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock in the Managed Accounts. ITEM 4. Purpose of Transaction As of January 16, 1998, Mr. Sanjay H. Patel ceased to be a Managing Director of Goldman Sachs and the designee of the Limited Partnerships to the Board of Directors of the Company. Although no longer the designee of the Limited Partnerships, as of the date of this Amendment No. 4, Mr. Patel remains a director of the Company. Pursuant to the Patel/GS Group Agreement (attached as an Exhibit to Amendment No. 1), Mr. Patel continues to hold the Patel Options, and each share of Common Stock issuable upon exercise thereof, in trust for the benefit of GS Group. As of February 3, 1998, Mr. Robert R. Gheewalla, an Associate in the Principal Investment Area of Goldman Sachs, was elected to the Board of Directors of the Company as the designee of the Limited Partnerships. Mr. Gheewalla, in his capacity as a director of the Company, has received options to purchase 4,000 shares of Common Stock. The options are not presently exercisable. Pursuant to an agreement between Mr. Gheewalla and GS Group, Mr. Gheewalla holds the options, and each share of Common Stock issuable upon exercise thereof, in trust for the benefit of GS Group. ITEM 5. Interest in Securities of the Issuer Paragraph (a) of Item 5 of the Original Schedule 13D, as amended, is hereby supplemented with the following paragraphs: The number of shares of Common Stock beneficially owned by (or which may be deemed beneficially owned by) the Filing Persons has not changed, although by reason of the issuance by the Company of 1,190,000 shares of Common Stock pursuant to the Public Offering, the percentage of the shares of Common Stock beneficially owned by (or which may be deemed to be beneficially owned by) the Filing Persons has decreased. As of April 29, 1998, GSCP beneficially owned, and GS Advisors, by reason of the ownership by GSCP of Notes, may be deemed to have beneficially owned, 633,767 shares of Common Stock, GSCP II Offshore beneficially owned, and GS Advisors Cayman, by reason of the ownership by GSCP II Offshore of Notes, may be deemed to have beneficially owned, 251,948 shares of Common Stock, GSCP II Germany beneficially owned, and GS oHG, by reason of the ownership by GSCP II Germany of Notes, may be deemed to have beneficially owned, 23,376 shares of Common Stock, Stone Street beneficially owned 60,191 shares of Common Stock, Bridge Street beneficially owned 40,819 shares of Common Stock, and Empire Corp., by reason of the ownership by Stone Street and Bridge Street of Notes, may be deemed to have beneficially owned 101,010 shares of Common Stock. Based on the foregoing and based on the number of shares of Common Stock outstanding after giving effect to the Public Offering (as disclosed to the Filing Persons by the Company on April 28, 1998), as of April 29, 1998, GSCP beneficially owned, and GS Advisors may be deemed to have beneficially owned, approximately 9.9%, GSCP II Offshore beneficially owned, and GS Advisors Cayman may be deemed to have beneficially owned, approximately 4.2%, GSCP II Germany beneficially owned, and GS oHG may be deemed to have beneficially owned, approximately 0.4%, Stone Street beneficially owned approximately 1.0%, Bridge Street beneficially owned approximately 0.7%, and Empire Corp. may be deemed to have beneficially owned approximately 1.7%, in each case of the outstanding shares of Common Stock. Each of GS Advisors, GS Advisors Cayman, GS oHG and Empire Corp. disclaims beneficial ownership of shares of Common Stock beneficially owned by the Limited Partnerships to the extent of partnership interests in the Limited Partnerships held by persons other than GS Advisors, GS Advisors Cayman, GS oHG and Empire Corp., as applicable. As of April 29, 1998, (a) Goldman Sachs may be deemed to beneficially own 1,020,101 shares of Common Stock, in the aggregate, (i) by reason of the ownership by the Limited Partnerships of the Notes, which are convertible into 1,010,101 shares of Common Stock, in the aggregate, and (ii) by reason of there being 10,000 shares of Common Stock in the Managed Accounts, and (b) GS Group may be deemed to own beneficially 1,025,101 shares of Common Stock, in the aggregate, (i) by reason of the ownership by the Limited Partnerships of the Notes, (ii) by reason of its rights to the Patel Options (and the shares of Common Stock issuable upon exercise thereof), and (iii) by reason of there being 10,000 shares of Common Stock in the Managed Accounts. Accordingly, as of April 29, 1998, Goldman Sachs may be deemed to beneficially own approximately 15.1% of the shares of Common Stock, and GS Group may be deemed to beneficially own 15.2% of the shares of Common Stock. Goldman Sachs and GS Group each disclaim beneficial ownership of shares of Common Stock beneficially owned by the Limited Partnerships to the extent of partnership interests in the Limited Partnerships held by persons other than Goldman Sachs, GS Group or their affiliates. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the shares of Common Stock held in the Managed Accounts. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer In connection with the Public Offering, each of the Limited Partnerships has agreed, pursuant to a Letter Agreement (the "Letter Agreement"), dated February 23, 1998, among NationsBanc Montgomery Securities LLC ("NationsBanc"), Deutsche Morgan Grenfell Inc. and each of the Limited Partnerships that, for a period of 120 days from April 23, 1998, it will not, without the prior written consent of NationsBanc, offer, sell, contract to sell or otherwise dispose of (or announce its intention to do any of the foregoing) any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock. A copy of the Letter Agreement is attached hereto as Exhibit (1). ITEM 7. Materials to be Filed as Exhibits (1) Letter Agreement, dated February 23, 1998, among NationsBanc Montgomery Securities LLC, Deutsche Morgan Grenfell Inc. and the Limited Partnerships. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 30, 1998 GS CAPITAL PARTNERS II, L.P. By: GS Advisors, L.P., its general partner By: GS Advisors, Inc., its general partner By: /s/Richard A. Friedman ---------------------- Name: Richard A. Friedman Title: President GS ADVISORS, L.P. By: GS Advisors, Inc., its general partner By: /s/Richard A. Friedman ---------------------- Name: Richard A. Friedman Title: President GS CAPITAL PARTNERS II OFFSHORE, L.P. By: GS Advisors II (Cayman), L.P., its general partner By: GS Advisors II, Inc., its general partner By: /s/Richard A. Friedman ---------------------- Name: Richard A. Friedman Title: President GS ADVISORS II (CAYMAN), L.P. By: GS Advisors II, Inc., its general partner By: /s/Richard A. Friedman ---------------------- Name: Richard A. Friedman Title: President GS CAPITAL PARTNERS II (Germany) CIVIL LAW PARTNERSHIP (with limitation of liability) By: Goldman, Sachs & Co. oHG, its managing partner By: /s/Richard A. Friedman ---------------------- Name: Richard A. Friedman Title: Attorney-in-Fact GOLDMAN, SACHS & CO. oHG By: /s/Richard A. Friedman ---------------------- Name: Richard A. Friedman Title: Attorney-in-Fact GOLDMAN, SACHS & CO. By: /s/Richard A. Friedman ---------------------- Name: Richard A. Friedman Title: Managing Director THE GOLDMAN SACHS GROUP, L.P. By: The Goldman Sachs Corporation, its general partner By: /s/Richard A. Friedman ---------------------- Name: Richard A. Friedman Title: Executive Vice President STONE STREET FUND 1996, L.P. By: Stone Street Empire Corp., its general partner By: /s/Richard A. Friedman ---------------------- Name: Richard A. Friedman Title: Vice President BRIDGE STREET FUND 1996, L.P. By: Stone Street Empire Corp., its managing general partner By: /s/Richard A. Friedman ---------------------- Name: Richard A. Friedman Title: Vice President STONE STREET EMPIRE CORP. By: /s/Richard A. Friedman ---------------------- Name: Richard A. Friedman Title: Vice President SCHEDULE II-A-i The name, position and present principal occupation of each director and executive officer of GS Advisors, Inc., the sole general partner of GS Advisors, L.P., which is the sole general partner of GS Capital Partners II, L.P., are set forth below. The business address of each of the executive officers and directors listed below, except Henry Cornell and Barry S. Volpert, is 85 Broad Street, New York, New York 10004. The business address of Henry Cornell is 3 Garden Road, Hong Kong. The business address of Barry S. Volpert is 133 Fleet Street, London EC4A 2BB, England. All executive officers and directors listed below are United States citizens. Present Name Position Principal Occupation ---- -------- -------------------- Richard A. Friedman Director/President Managing Director of Goldman, Sachs & Co. Terence M. O'Toole Director/Vice President Managing Director of Goldman, Sachs & Co. Elizabeth S. Cogan Treasurer Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Director/Vice President Managing Director of Goldman, Sachs & Co. Henry Cornell Vice President Managing Director of Goldman Sachs (Asia) L.L.C. Barry S. Volpert Director/Vice President Managing Director of Goldman Sachs International Eve M. Gerriets Vice President/Secretary Vice President of Goldman, Sachs & Co. David J. Greenwald Assistant Secretary Vice President of Goldman, Sachs & Co. C. Douglas Fuge Assistant Treasurer Managing Director of Goldman, Sachs & Co. Katherine B. Enquist Vice President Vice President of Goldman, Sachs & Co. SCHEDULE II-A-ii The name, position and present principal occupation of each director and executive officer of GS Advisors II, Inc., the sole general partner of GS Advisors II (Cayman), L.P., which is the sole general partner of GS Capital Partners II Offshore, L.P., are set forth below. The business address of each of the executive officers and directors listed below except Henry Cornell and Barry S. Volpert is 85 Broad Street, New York, New York 10004. The business address of Henry Cornell is 3 Garden Road, Hong Kong. The business address of Barry S. Volpert is 133 Fleet Street, EC4A 2BB, England. All executive officers and directors listed below are United States citizens. Present Name Position Principal Occupation ---- -------- -------------------- Richard A. Friedman Director/President Managing Director of Goldman, Sachs & Co. Terence M. O'Toole Director/Vice President Managing Director of Goldman, Sachs & Co. Elizabeth S. Cogan Treasurer Managing Director of Goldman, Sachs & Co. Joseph H. Gleberman Director/Vice President Managing Director of Goldman, Sachs & Co. Henry Cornell Vice President Managing Director of Goldman Sachs (Asia) L.L.C. Barry S. Volpert Director/Vice President Managing Director of Goldman Sachs International Eve M. Gerriets Vice President/Secretary Vice President of Goldman, Sachs & Co. David J. Greenwald Assistant Secretary Vice President of Goldman, Sachs & Co. C. Douglas Fuge Assistant Treasurer Managing Director of Goldman, Sachs & Co. Katherine B. Enquist Vice President Vice President of Goldman, Sachs & Co. SCHEDULE II-A-iii The name, position and present principal occupation of each director and executive officer of Stone Street Empire Corp., the sole general partner of Stone Street Fund 1996, L.P. and the managing general partner of Bridge Street Fund 1996, L.P., are set forth below. The business address of each of the executive officers and directors listed below is 85 Broad Street, New York, New York 10004. All executive officers and directors listed below are United States citizens. Present Name Position Principal Occupation ---- -------- -------------------- Richard A. Friedman Director/Vice President Managing Director of Goldman, Sachs & Co. Jeffrey B. Goldenberg Director/Vice President Managing Director of Goldman, Sachs & Co. William J. McMahon Director/Vice President Vice President of Goldman, Sachs & Co. Dinakar Singh Director/Vice President Vice President of Goldman, Sachs & Co. Jonathan L. Kolatch Director/Vice President Managing Director of Goldman, Sachs & Co. Sanjeev K. Mehra Director/Vice President Managing Director of Goldman, Sachs & Co. Eric M. Mindich Director/Vice President/ Managing Director of Treasurer Goldman, Sachs & Co. Peter G. Sachs Director/Vice President Limited Partner of The Goldman Sachs Group, L.P. Glenn R. Fuhrman Director/Vice President Managing Director of Goldman, Sachs & Co. Peter M. Sacerdote Director/Chairman/C.E.O./ Limited Partner of The President Goldman Sachs Group, L.P. David J. Greenwald Vice President Vice President of Goldman, Sachs & Co. Esta E. Stecher Vice President Managing Director of Goldman, Sachs & Co. Richard A. Yacenda Vice President Vice President of Goldman, Sachs & Co. C. Douglas Fuge Assistant Treasurer Managing Director of Goldman, Sachs & Co. Eve M. Gerriets Vice President/Secretary Vice President of Goldman, Sachs & Co. Katherine B. Enquist Vice President Vice President of Goldman, Sachs & Co. EXHIBIT INDEX Exhibit No. Exhibit (1) Letter Agreement, dated February 23, 1998, among NationsBanc Montgomery Securities LLC, Deutsche Morgan Grenfell Inc. and the Limited Partnerships. EX-99 2 Exhibit 1 2/23/98 NationsBanc Montgomery Securities LLC Deutsche Morgan Grenfell Inc. c/o NationsBanc Montgomery Securities LLC 600 Montgomery Street San Francisco, CA 94111 RE: Recovery Engineering, Inc. (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company ("Common Stock") or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the "Offering") for which you will act as the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior written consent of NMSI (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, or otherwise dispose of any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently owned either of record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the undersigned or publicly announce the undersigned's intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 120 days after the date of the final Prospectus relating to the Offering. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by the undersigned except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. This agreement shall terminate automatically and be of no further force or effect in the event that the contemplated Offering is not consummated on or prior to June 1, 1998. GS Capital Partners II, L.P. ---------------------------- Printed Name of Holder By: GS ADVISORS, INC. GENERAL PARTNER By: GS ADVISERS, L.P. GENERAL PARTNER By: /s/ Richard A. Friedman ----------------------- Richard A. Friedman ------------------- Printed Name of Person Signing (AND INDICATE CAPACITY OF PERSON SIGNING IF SIGNING AS CUSTODIAN, TRUSTEE, OR ON BEHALF OF AN ENTITY) With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. This agreement shall terminate automatically and be of no further force or effect in the event that the contemplated Offering is not consummated on or prior to June 1, 1998. GS Capital Partners II Offshore, L.P. ------------------------------------- Printed Name of Holder By: GS ADVISERS II (CAYMAN), L.P. GENERAL PARTNER By: GS ADVISERS I, INC. GENERAL PARTNER By: /s/Richard A. Friedman ----------------------- Signature Richard A. Friedman ------------------- Printed Name of Person Signing (AND INDICATE CAPACITY OF PERSON SIGNING IF SIGNING AS CUSTODIAN, TRUSTEE, OR ON BEHALF OF AN ENTITY) With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. This agreement shall terminate automatically and be of no further force or effect in the event that the contemplated Offering is not consummated on or prior to June 1, 1998. Goldman, Sachs & Co. Verwaltungs GmbH ------------------------------------- Printed Name of Holder By: /s/ Eve M. Gerriets ------------------- Signature Eve M. Gerriets --------------- Printed Name of Person Signing (AND INDICATE CAPACITY OF PERSON SIGNING IF SIGNING AS CUSTODIAN, TRUSTEE, OR ON BEHALF OF AN ENTITY) With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. This agreement shall terminate automatically and be of no further force or effect in the event that the contemplated Offering is not consummated on or prior to June 1, 1998. Stone Street Fund 1996, L.P Printed Name of Holder By: STONE STREET EMPIRE CORP. GENERAL PARTNER By: /s/ Richard A. Friedman ----------------------- Signature Richard A. Friedman ------------------- Printed Name of Person Signing (AND INDICATE CAPACITY OF PERSON SIGNING IF SIGNING AS CUSTODIAN, TRUSTEE, OR ON BEHALF OF AN ENTITY) With respect to the Offering only, the undersigned waives any registration rights relating to registration under the Securities Act of any Common Stock owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. This agreement shall terminate automatically and be of no further force or effect in the event that the contemplated Offering is not consummated on or prior to June 1, 1998. BRIDGE STREET FUND 1996. L.P. ----------------------------- Printed Name of Holder BY: STONE STREET EMPIRE CORP. MANAGING GENERAL PARTNER By: /s/ Richard A. Friedman ----------------------- Signature Richard A. Friedman ------------------- Printed Name of Person Signing (AND INDICATE CAPACITY OF PERSON SIGNING IF SIGNING AS CUSTODIAN, TRUSTEE, OR ON BEHALF OF AN ENTITY) -----END PRIVACY-ENHANCED MESSAGE-----