UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 18, 2011
March 18, 2011
THE GOLDMAN SACHS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | No. 001-14965 | No. 13-4019460 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
200 West Street New York, New York |
10282 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 902-1000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events. |
On March 18, 2011, The Goldman Sachs Group, Inc. (Company) announced that the Federal Reserve has concluded that it has no objection to the Companys proposed 2011
capital actions, which include the redemption in full of the 50,000 shares of the Companys 10%
Cumulative Perpetual Preferred Stock, Series G (Preferred Shares) held by Berkshire Hathaway Inc.
and certain of its subsidiaries (collectively, Berkshire Hathaway),
the repurchase of the Companys outstanding
common stock and a potential increase in the Companys quarterly common stock dividend.
The Company has mailed notices of redemption to Berkshire Hathaway stating that the Company will
redeem in full the Preferred Shares held by Berkshire Hathaway for the stated redemption price of
$110,000 per share, plus accrued and unpaid dividends to the redemption date. The redemption date
will be April 18, 2011. Berkshire Hathaway continues to hold the warrant to purchase 43,478,260
shares of the Companys common stock, par value $0.01 per share, which Berkshire Hathaway purchased
from the Company concurrently with the Preferred Shares on October 1, 2008.
The redemption includes a one-time preferred dividend of approximately $1.64 billion which will be
reflected in the Companys first quarter results. This is expected to reduce reported diluted
earnings per common share for the first quarter by approximately $2.80 per share. The redemption
also results in the acceleration of $24 million of preferred dividends that are payable from April
1 to the redemption date, which will reduce reported diluted earnings per common share for the
first quarter by approximately $0.04 per share.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE GOLDMAN SACHS GROUP, INC. (Registrant) |
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Date: March 18, 2011 | By: | /s/ David A. Viniar | ||
Name: | David A. Viniar | |||
Title: | Chief Financial Officer | |||