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GS > SEC Filings for GS > Form 8-K on 28-Apr-2014All Recent SEC Filings

Show all filings for GOLDMAN SACHS GROUP INC

Form 8-K for GOLDMAN SACHS GROUP INC


28-Apr-2014

Material Modification to Rights of Security Holders, Amendments to Articl


Item 3.03 Material Modification to Rights of Security Holders.

Upon issuance of the Series K Preferred Stock and the Series L Preferred Stock (each as defined in Item 5.03 below), the ability of The Goldman Sachs Group, Inc. (the "Registrant") to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock will be subject to certain restrictions in the event that the Registrant fails to pay dividends on its Series K Preferred Stock or its Series L Preferred Stock. These restrictions are set forth in the Certificate of Designations establishing the terms of the Series K Preferred Stock, a copy of which is listed as Exhibit 3.1 to this Report on Form 8-K and is incorporated herein by reference, and in the Certificate of Designations establishing the terms of the Series L Preferred Stock, a copy of which is listed as Exhibit 3.2 to this Report on Form 8-K and is incorporated herein by reference.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 24, 2014, the Registrant filed a Certificate of Designations to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware setting forth the terms of its 6.375% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series K, liquidation preference $25,000 per share (the "Series K Preferred Stock"). A copy of the Certificate of Designations relating to the Series K Preferred Stock is listed as Exhibit 3.1 to this Report on Form 8-K and is incorporated herein by reference.

Also on April 24, 2014, the Registrant filed a Certificate of Designations to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware setting forth the terms of its 5.70% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series L, liquidation preference $25,000 per share (the "Series L Preferred Stock"). A copy of the Certificate of Designations relating to the Series L Preferred Stock is listed as Exhibit 3.2 to this Report on Form 8-K and is incorporated herein by reference.



Item 8.01 Other Events.

Additional exhibits are filed herewith in connection with the offering, issuance and sale of depositary shares representing interests in each of the Registrant's Series K Preferred Stock and Series L Preferred Stock under the Registrant's Registration Statement on Form S-3 (File No. 333-176914).




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this Report on Form 8-K:

 3.1 and 4.1    Certificate of Designations of the Registrant relating to the
                Series K Preferred Stock, incorporated herein by reference to
                Exhibit 3 to the Registrant's Registration Statement on Form 8-A,
                filed on April 25, 2014.

 3.2 and 4.2    Certificate of Designations of the Registrant relating to the
                Series L Preferred Stock.

 4.3            Form of certificate representing the Series K Preferred Stock,
                incorporated herein by reference to Exhibit 5 to the Registrant's
                Registration Statement on Form 8-A, filed on April 25, 2014.

 4.4            Form of certificate representing the Series L Preferred Stock.

 5.1            Opinion of Sullivan & Cromwell LLP relating to the depositary
                shares representing interests in the Registrant's Series K
                Preferred Stock and Series L Preferred Stock.

23.1            Consent of Sullivan & Cromwell LLP (included as part of Exhibit
                5.1).


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