UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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
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1. Name and Address of Reporting Person*
The Goldman Sachs Group, Inc.
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(Last) (First) (Middle)
85 Broad Street
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(Street)
New York, New York 10004
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(City) (State) (Zip)
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2. Date of Event Requiring Statement (Month/Day/Year)
October 18, 2001
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3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
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4. Issuer Name and Ticker or Trading Symbol
Metal Management, Inc.
(MLMG)
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ ] Director [ X ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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6. If Amendment, Date of Original (Month/Year)
October 29, 2001
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7. Individual or Joint/Group Filing (Check applicable line)
[ ] Form Filed by One Reporting Person
[ X ] Form Filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Beneficially Owned |
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| | | |
| | | |
| | 3. Ownership Form: | |
| 2. Amount of Securities | Direct (D) or | |
1. Title of Security | Beneficially Owned | Indirect (I) | 4. Nature of Indirect Beneficial Ownership |
(Instr. 4) | (Instr. 4) | (Instr. 5) | (Instr.5) |
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| | | |
Common Stock | 1,497,189(01) | 02 | 02 |
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| | | |
Common Stock | 29 | 03 | 03 |
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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
5(b)(v).
FORM 3 (continued)
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Table II -- Derivative Securities Beneficially Owned |
(e.g., puts, calls, warrants, options, convertible securities) |
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| | | | | |
| | | | 5. Owner- | |
| | 3. Title and Amount of Securities | | ship | |
| | Underlying Derivative Security | | Form of | |
|2. Date Exercisable | (Instr. 4) | | Derivative | |
| and Expiration Date | --------------------------------- | 4. Conver- | Security: | |
| (Month/Day/Year) | | Amount | sion or | Direct |6.Nature of |
|---------------------- | | or | Exercise | (D) or | Indirect |
|Date |Expira- | | Number | Price of | Indirect | Beneficial|
1. Title of Derivative |Exer- |tion | | of | Derivative| (I) | Ownership |
Security (Instr. 4) |cisable |Date | Title | Shares | Security | (Instr.5) | (Instr. 5)|
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| | | | | | | |
Series A Warrants | 06/29/01 | 06/29/06 |Common Stock | 62 | $21.50 | 02 | 02 |
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| | | | | | | |
Series A Warrants | 06/29/01 | 06/29/06 |Common Stock | 194 | $21.50 | 03 | 03 |
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Instruction 5(b)(v) list of other Reporting Persons:
This statement is being filed by Goldman, Sachs & Co. ("Goldman Sachs") and The
Goldman Sachs Group, Inc. ("GS Group" and, together with Goldman Sachs, the
"Reporting Persons"). The principal business address of each of Goldman Sachs
and GS Group is 85 Broad Street, New York, New York, 10004.
Explanation of Responses:
01: As described in the initial Form 3, the exact amount of shares to be
received by Goldman Sachs in connection with the Issuer's Chapter 11 bankruptcy
reorganization had not been determined as of the date on which such initial Form
3 was filed. Accordingly, the amount of shares set forth in the initial Form 3
was an estimated amount. The final amount of shares has now been determined and
is set forth on Table I of this Amended Form 3.
02: Goldman Sachs owns beneficially and directly and GS Group may be deemed to
own beneficially and indirectly in the aggregate 1,497,189 shares of Common
Stock. Goldman Sachs owns beneficially and directly and GS Group may be deemed
to own beneficially and indirectly in the aggregate warrants to purchase 62
shares of Common Stock. Goldman Sachs is an indirect wholly-owned subsidiary of
GS Group.
03: Spear, Leeds & Kellogg, L.P. ("SLK") owns beneficially and directly and GS
Group may be deemed to own beneficially and indirectly 29 shares of Common
Stock. SLK owns beneficially and directly and GS Group may be deemed to own
beneficially and indirectly warrants to purchase 194 shares of Common Stock. SLK
is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs disclaims
beneficial ownership of the securities owned directly by SLK, except to the
extent of its pecuniary interest therein.
**SIGNATURE OF REPORTING PERSONS:
GOLDMAN, SACHS & CO.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
THE GOLDMAN SACHS GROUP, INC.
By: s/ Roger S. Begelman
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Name: Roger S. Begelman
Title: Attorney-in-fact
Date: December 23, 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 procedure.
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
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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
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Name: Gregory K. Palm
Title: Executive Vice President and General Counsel