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: July 21, 1997
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(Date of earliest event reported)
GS Mortgage Securities Corporation II
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(Exact name of registrant as specified in its charter)
Delaware 33-99774-02 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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Item 5. Other Events.
Attached as an exhibit to this Current Report is the consent of Ernst &
Young LLP (the "Ernst & Young Consent") regarding the financial statements of
the Century Plaza Towers Joint Venture, furnished to the Registrant by Ernst &
Young LLP in respect of the Registrant's proposed offering of Commercial
Mortgage Pass-Through Certificates, Series 1997-GL I (the "Certificates"). Also
attached as an exhibit to this Current Report is the consent of KPMG Peat
Marwick LLP (the "KPMG Consent") regarding the financial statements of the
Certain Entities Under Common Control of Cadillac Fairview S.C. Finance Inc.,
furnished to the Registrant by KPMG Peat Marwick LLP, in respect of the
Registrant's proposed offering of 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 offer and sale contemplated by the Prospectus of 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 Ernst & Young Consent and
the KPMG Consent by reference in the Prospectus and the Registration Statement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Item 601(a) of Regulation
S-K Exhibit No. Description
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23.1 Consent of Ernst & Young LLP,
dated July 14, 1997
23.2 Consent of KPMG Peat Marwick LLP,
dated July 18, 1997
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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: GS Mortgage Securities Corporation II
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Name: /s/ Sheridan Schechner
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Title: Managing Director
Date: July 21, 1997
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Exhibit Index
Item 601(a) of Regulation
S-K Exhibit No. Description
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23.1 Consent of Ernst & Young LLP,
dated July 14, 1997
23.2 Consent of KPMG Peat Marwick LLP,
dated July 18, 1997
Exhibit No. 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in any form (whether in paper or digital
format, including any electronic media such as CD-ROM or the Internet) of the
Prospectus Supplement relating to the GS Mortgage Securities Corporation II
Commercial Mortgage Pass-Through Certificates, Series 1997-GL I, of our report
dated May 13, 1997 accompanying the statements of revenues and certain expenses
of the Century Plaza Towers owned by Delta Towers Joint Venture contained in
such Prospectus Supplement, and we consent to the reference to our firm under
the caption "Experts" in such Prospectus Supplement.
/s/ Ernst & Young LLP
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Los Angeles, California
July 14, 1997
Exhibit No. 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in the Prospectus Supplement relating to the GS
Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 1997-GL I, of our report dated April 17, 1997, accompanying
the combined financial statements of the Certain Entities Under Common Control
of Cadillac Fairview S.C. Finance Inc. contained in such Prospectus Supplement,
and we consent to the reference to our firm under the caption "Experts" in such
Prospectus Supplement.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
Chicago, Illinois
July 18, 1997
