SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: December 16, 1998
(Date of earliest event reported)
GS Mortgage Securities Corporation II
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(Exact name of registrant as specified in its charter)
Delaware 333-65921 22-3442024
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
85 Broad Street, New York, N.Y. 10004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 902-1000
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
Attached as an exhibit to this Current Report are certain materials (the
"Computational Materials") furnished to the Registrant by Goldman, Sachs & Co.
("Goldman Sachs") and certain structural term sheets (the "Structural Term
Sheets" and, together with the Computational Materials, the "Materials")
furnished to the Registrant by Norwest Investment Services, Inc. ("Norwest" and,
together with Goldman Sachs, the "Underwriters") in respect of the Registrant's
proposed offering of Commercial Mortgage Pass-Through Certificates, Series
1999-C1 (the "Certificates").
The Certificates will be offered pursuant to a Prospectus and related
Prospectus Supplement (together, the "Prospectus"), which will be filed with the
Commission pursuant to Rule 424 under the Securities Act of 1933, as amended
(the "Act"). The Certificates will be registered pursuant to the Act under the
Registrant's Registration Statement on Form S-3 (No. 333-65921) (the
"Registration Statement"). The Registrant hereby incorporates the Materials by
reference in the Registration Statement.
The Computational Materials and Structural Term Sheets were prepared solely
by each Underwriter, respectively, and the Registrant did not prepare or
participate in the preparation of the Materials.
Any statement or information contained in the Materials shall be deemed to
be modified or superseded for purposes of the Prospectus and the Registration
Statement by statements or information contained in the Prospectus.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Structural Term Sheets
Exhibit 99.2 Computational Materials
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
GS MORTGAGE SECURITIES CORPORATION II
By: /s/ Jay Strauss
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Name: Jay Strauss
Title: Secretary
Date: January 13, 1999
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Exhibit Index
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Format Exhibit No. Description Page
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P 99.1 Structural Term Sheets 5
P 99.2 Computational Materials 15
