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: June 18, 1997
(Date of earliest event reported)
GS Mortgage Securities Corporation II
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(Exact name of registrant as specified in its charter)
Delaware 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)
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Registrant's telephone number, including area code: (212) 902-1000
<PAGE>
Item 5. Other Events.
Attached as Exhibit 1 to this Current Report are certain materials (the
"Collateral Term Sheets") furnished to the Registrant by Goldman, Sachs & Co.
(the "Underwriter"), the underwriter in respect of the Registrant's proposed
offering of Commercial Mortgage Pass-Through Certificates, Series 1997-GL I (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. 333-27083) (the
"Registration Statement"). The Registrant hereby incorporates the Collateral
Term Sheets by reference in the Registration Statement.
The Collateral Term Sheets were prepared solely by the Underwriter, and the
Registrant did not prepare or participate in the preparation of the Collateral
Term Sheets.
Any statement or information contained in the Collateral Term Sheets shall
be modified and superseded for purposes of the Prospectus and the Registration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 1. Collateral Term Sheets.
<PAGE>
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/Sheridan Schechner
----------------------
Name: Sheridan Schechner
Title: Vice President
Date: June 20, 1997
<PAGE>
Exhibit Index
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description Page
- ----------- -------------- ----------- ----
1 99 Collateral Term Sheets 6
Grande Loan TM SM I: Collateral Term Sheet Cadillac Fairview Loan Pool
[GRAPHIC OMITTED - The photo shows the interior
courtyard of the Esplanade Shopping Mall in Kenner,
Louisiana.]
Esplanade Shopping Mall
Kenner, LA
Dover Commons
Dover, DE
Dover Mall
Dover, DE
Galleria at White Plains
White Plains, NY
Golden East Crossing Mall
Rocky Mount, NC
North DeKalb Mall
Decatur, GA
Northpark Mall
Ridgeland, MS
Shannon Southpark Mall
Union City, GA
<TABLE>
<CAPTION>
<S> <C>
Original Principal Balance: $260,000,000 Property Type: Portfolio of 7 regional malls and 1 strip
center
Appraised Value: $413,900,000
Property Highlights:
Interest Rate: 7.935%
- Geographically diversified with locations in
Amortization: 360 months Delaware, Louisiana, New York, North Carolina,
Georgia and Mississippi
Funding Date: November 26, 1996
- Encompasses approximately 2,647,005 square feet of
Anticipated Term: 84 months gross leasable area
Borrower/Sponsor: Seven separate borrowing entities each - Managed by General Growth Management
of which is a special purpose Delaware Corporation
- Anchors include Macy's, Dillards, Sears and JC
Penney
- Notes are cross-collateralized
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do no represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may not
pertain to any securities that will actually be sold. The information contained
in this material may be based on assumptions regarding market conditions and
other matters as reflected therein. We make no representations regarding the
reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy or sell, the securities mentioned herein or
derivatives thereof (including options). This material may be filed with the
Securities and Exchange Commission (the "SEC") and incorporated by reference
into an effective registration statement previously filed with the SEC under
Rule 415 of the Securities Act of 1933, including in cases where the material
does not pertain to securities that are ultimately offered for sale pursuant to
such registration statement. Information contained in this material is current
as of the date appearing on this material only. Information in this material
regarding the securities and the assets backing any securities discussed herein
supersedes all prior information regarding such securities and assets. Any
information in the material, whether regarding the assets backing any securities
discussed herein or otherwise, will be superseded by the information included in
the final prospectus for any securities actually sold to you.
This material is furnished to you solely by Goldman, Sachs & Co. and not by the
issuer of the securities or any of its affiliates. Goldman, Sachs & Co. is
acting as underwriter and not acting as agent for the issuer or its affiliates
in connection with the proposed transaction. The issuer has not prepared or
taken part in the preparation of these materials.
<PAGE>
Grande Loan TM SM I: Collateral Term Sheet Montehiedra Town Center
[GRAPHIC OMITTED - The photograph shows an aerial view of
the Montehiedra Town Center, a shopping mall in San Juan,
Puerto Rico]
<TABLE>
<CAPTION>
<S> <C>
Original Principal Balance: $52,700,000 Property Type: Retail shopping center
Appraised Value: $92,000,000 Property Highlights:
Interest Rate: 8.230% - Located at the intersection of Montehiedra Avenue and
State Road, in the Rio Piedras sector of San Juan,
Amortization: 360 months Puerto Rico
Funding Date: April 18, 1997 - Anchored by Kmart, Builder's Square and Marshalls
Anticipated Term: 120 months - Contains approximately 525,452 square feet of gross
leasable area
Borrower/Sponsor: Vornado Montehiedra Acquisition L.P.
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do no represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may not
pertain to any securities that will actually be sold. The information contained
in this material may be based on assumptions regarding market conditions and
other matters as reflected therein. We make no representations regarding the
reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy or sell, the securities mentioned herein or
derivatives thereof (including options). This material may be filed with the
Securities and Exchange Commission (the "SEC") and incorporated by reference
into an effective registration statement previously filed with the SEC under
Rule 415 of the Securities Act of 1933, including in cases where the material
does not pertain to securities that are ultimately offered for sale pursuant to
such registration statement. Information contained in this material is current
as of the date appearing on this material only. Information in this material
regarding the securities and the assets backing any securities discussed herein
supersedes all prior information regarding such securities and assets. Any
information in the material, whether regarding the assets backing any securities
discussed herein or otherwise, will be superseded by the information included in
the final prospectus for any securities actually sold to you.
This material is furnished to you solely by Goldman, Sachs & Co. and not by the
issuer of the securities or any of its affiliates. Goldman, Sachs & Co. is
acting as underwriter and not acting as agent for the issuer or its affiliates
in connection with the proposed transaction. The issuer has not prepared or
taken part in the preparation of these materials.
<PAGE>
Grande Loan TM SM I: Collateral Term Sheet Century Plaza Towers
[GRAPHIC OMITTED - The photograph shows an evening view of
the exterior of two modern 44-story high-rise office
buildings called Century Plaza Towers]
<TABLE>
<CAPTION>
<S> <C>
Original Principal Balance: $230,000,000 Property Type: Office
Appraised Value: $460,000,000
Property Highlights:
Interest Rate: 8.039%
- Includes two 44-story, Class "A," twin office
Amortization: 360 months towers and an adjacent six-story parking garage
Funding Date: April 9, 1997 - Located at 2029-2049 Century Park East, in the West
Los Angeles area of Century City
Anticipated Term: 120 months
- Contains approximately 2,247,017 square feet of
Borrower/Sponsor: One Hundred Towers L.L.C. office space and approximately 29,706 square feet of
retail space
- Located adjacent to the ABC Retail, Office and
Entertainment Center
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do no represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may not
pertain to any securities that will actually be sold. The information contained
in this material may be based on assumptions regarding market conditions and
other matters as reflected therein. We make no representations regarding the
reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy or sell, the securities mentioned herein or
derivatives thereof (including options). This material may be filed with the
Securities and Exchange Commission (the "SEC") and incorporated by reference
into an effective registration statement previously filed with the SEC under
Rule 415 of the Securities Act of 1933, including in cases where the material
does not pertain to securities that are ultimately offered for sale pursuant to
such registration statement. Information contained in this material is current
as of the date appearing on this material only. Information in this material
regarding the securities and the assets backing any securities discussed herein
supersedes all prior information regarding such securities and assets. Any
information in the material, whether regarding the assets backing any securities
discussed herein or otherwise, will be superseded by the information included in
the final prospectus for any securities actually sold to you.
This material is furnished to you solely by Goldman, Sachs & Co. and not by the
issuer of the securities or any of its affiliates. Goldman, Sachs & Co. is
acting as underwriter and not acting as agent for the issuer or its affiliates
in connection with the proposed transaction. The issuer has not prepared or
taken part in the preparation of these materials.
<PAGE>
Grande Loan TM SM I: Collateral Term Sheet
The Ritz Plaza
[GRAPHIC OMITTED - The photograph shows a street
level view of a 40 story brick and glass
residential apartment building called Ritz Plaza]
<TABLE>
<CAPTION>
<S> <C>
Original Principal Balance: $62,500,000 Property Type: Multifamily
Appraised Value: $92,500,000 Property Highlights:
Interest Rate: 8.135% - 40-story, 479-unit multifamily building
Amortization: 360 months - Contains retail and office space as well as a
health club on the lower levels
Funding Date: April 25, 1997
- Located on West 48th Street between Broadway and
Anticipated Term: 120 months Eighth Avenue, in the Times Square area of New York
City
Borrower/Sponsor: CS Ritz Holdings, L.P.
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do no represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may not
pertain to any securities that will actually be sold. The information contained
in this material may be based on assumptions regarding market conditions and
other matters as reflected therein. We make no representations regarding the
reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy or sell, the securities mentioned herein or
derivatives thereof (including options). This material may be filed with the
Securities and Exchange Commission (the "SEC") and incorporated by reference
into an effective registration statement previously filed with the SEC under
Rule 415 of the Securities Act of 1933, including in cases where the material
does not pertain to securities that are ultimately offered for sale pursuant to
such registration statement. Information contained in this material is current
as of the date appearing on this material only. Information in this material
regarding the securities and the assets backing any securities discussed herein
supersedes all prior information regarding such securities and assets. Any
information in the material, whether regarding the assets backing any securities
discussed herein or otherwise, will be superseded by the information included in
the final prospectus for any securities actually sold to you.
This material is furnished to you solely by Goldman, Sachs & Co. and not by the
issuer of the securities or any of its affiliates. Goldman, Sachs & Co. is
acting as underwriter and not acting as agent for the issuer or its affiliates
in connection with the proposed transaction. The issuer has not prepared or
taken part in the preparation of these materials.
<PAGE>
Grande Loan TM SM I: Collateral Term Sheet Whitehall Loan Pool
[GRAPHIC OMITTED - This photograph shows an
evening aerial view of a modern high-rise
office building called the City Center, located
in Kansas City, Missouri]
City Center
Kansas City, MO
1511-1515 Third Avenue
New York, NY
Bennett Park
Santa Clara, CA
Hookston Square
Pleasant Hill, CA
Downtown Plaza
Long Beach, CA
North Ranch Plaza
Thousand Oaks, CA
One Montvale
Stoneham, MA
One Northwest
Houston, TX
San Valente
Santa Clara, CA
Stevens Creek
Cupertino, CA
Sun Buildings
Milpitas, CA
<TABLE>
<CAPTION>
<S> <C>
Original Principal Balance: $73,000,000 Property Type: Portfolio of 7 office buildings, 2 retail
properties and 2 industrial properties
Appraised Value: $165,150,000
Property Highlights:
Interest Rate: 8.680%
- Contains approximately 1,916,503 square feet of
Amortization: 300 months gross leasable area
Funding Date: August 26, 1996 - Geographically diversified with locations in
California, Missouri, New York, Texas and
Anticipated Term: 48 months Massachusetts
Borrower/Sponsor: WMP II Real Estate L.P. - Notes are cross-collateralized
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do no represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may not
pertain to any securities that will actually be sold. The information contained
in this material may be based on assumptions regarding market conditions and
other matters as reflected therein. We make no representations regarding the
reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy or sell, the securities mentioned herein or
derivatives thereof (including options). This material may be filed with the
Securities and Exchange Commission (the "SEC") and incorporated by reference
into an effective registration statement previously filed with the SEC under
Rule 415 of the Securities Act of 1933, including in cases where the material
does not pertain to securities that are ultimately offered for sale pursuant to
such registration statement. Information contained in this material is current
as of the date appearing on this material only. Information in this material
regarding the securities and the assets backing any securities discussed herein
supersedes all prior information regarding such securities and assets. Any
information in the material, whether regarding the assets backing any securities
discussed herein or otherwise, will be superseded by the information included in
the final prospectus for any securities actually sold to you.
This material is furnished to you solely by Goldman, Sachs & Co. and not by the
issuer of the securities or any of its affiliates. Goldman, Sachs & Co. is
acting as underwriter and not acting as agent for the issuer or its affiliates
in connection with the proposed transaction. The issuer has not prepared or
taken part in the preparation of these materials.
