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: May 1, 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 033-99774-02 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
<PAGE>
Item 5. Other Events.
Attached as exhibits to this Current Report are (i) the consent of Landauer
Associates, Inc. ("Landauer") furnished to the Registrant by Landauer in respect
of the Registrant's proposed offering of Commercial Mortgage Pass-Through
Certificates, Series 1998-GL-II (the "Certificates"); (ii) the consents of
Hospitality Valuation Services International ("Hospitality Valuation") furnished
to the Registrant by Hospitality Valuation in respect of the Registrant's
proposed offering of the Certificates; (iii) the consent of Koeppel Tener Real
Estate Services ("Koeppel Tener") furnished to the Registrant by Koeppel Tener
in respect of the Registrant's proposed offering of the Certificates; (iv) the
consent of Cushman & Wakefield, Inc. ("Cushman & Wakefield") furnished to the
Registrant by Cushman & Wakefield in respect of the Registrant's proposed
offering of the Certificates; and (vii) certain property appraisals (the
"Property Appraisals") furnished to the Registrant by Landauer, Hospitality
Valuation, Koeppel Tener, and Cushman & Wakefield (the "Appraisers") 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. 033-99774-02) (the "Registration
Statement"). The Registrant hereby incorporates the Appraisers' consent and the
Property Appraisals 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
--------------- -----------
23.1 Consent of Landauer Associates, Inc., dated
April 30, 1998
23.2 Consent of Hospitality Valuation Services
International, dated March 26, 1998
23.3 Consent of Hospitality Valuation Services
International, dated April 3, 1998
23.4 Consent of Koeppel Tener Real Estate Services, dated
March 26, 1998
23.5 Consent of Cushman & Wakefield, Inc. dated March 26,
1998
99.1 Appraisal for 1355 Railroad Avenue, Albertville
99.2 Appraisal for 533 Laney-Walker Boulevard, Augusta
99.3 Appraisal for 700 W. 25th Street, Birmingham
99.4 Appraisal for 700 West 9th Street, Charlotte
99.5 Appraisal for 2800 Chelsea Avenue, Memphis
99.6 Appraisal for 2339 Shop Road, Columbia
99.7 Appraisal for 1634 North Midland Boulevard, Fort Smith
99.8 Appraisal for 215 E. Air Depot Road, Gadsden
99.9 Appraisal for 6150 Xavier Drive, Atlanta
99.10 Appraisal for 3320 South Arlington Avenue,
Indianapolis
99.11 Appraisal for 3300 Lakewood Avenue, Atlanta
99.12 Appraisal for 2174 C RD2 Orchard Lane, Leesport
99.13 Appraisal for North Side of Hwy. 20, West of U.S. 65,
Marshall
99.14 Appraisal for 1100 East Parkway South, Memphis
99.15 Appraisal for 200 Airport Drive, Montezuma
99.16 Appraisal for 4550 Newcomb Avenue, Montgomery
99.17 Appraisal for 2641 Stephenson Drive, Murfreesboro
99.18 Appraisal for 3801-3803 E. Princess Anne Road, Norfolk
99.19 Appraisal for 1000 Exchange Street, Charlotte
99.20 Appraisal for URS Oklahoma City Facility #1, Oklahoma
City
99.21 Appraisal for 2524 Exchange Avenue, Oklahoma City
99.22 Appraisal for 165 Read Street, Portland
99.23 Appraisal for 264 Farrell Road, Syracuse
99.24 Appraisal for 200 Sara Lee Road, Tarboro
99.25 Appraisal for Highway 21 East, Tomah
99.26 Appraisal for 660 Fifth Street, Turlock
99.27 Appraisal for 1651 South Airport Drive, West Memphis
99.28 Appraisal for 1740 Westgate Parkway, Atlanta
99.29 Appraisal for 2707 North Mead Street, Wichita
99.30 Portfolio of Ninety Limited Service Hotels
99.31 Portfolio of Ninety-Three Limited Service Hotels
99.32 Appraisal for Green Acres Mall and The Plaza at Green
Acres, Valley Stream
99.33 Appraisal for 6875 State Street, Bettendorf
99.34 Appraisal for 100 Widett Circle, Boston
99.35 Appraisal for 280 West Highway 30, Burley
99.36 Appraisal for 301 South Walnut, Burlington
99.37 Appraisal for 755 East 1700 South Street, Clearfield
99.38 Appraisal for 720 West Juniper Street, Connell
99.39 Appraisal for 4475 East 50th Avenue, Denver
99.40 Appraisal for 159 East Main Street, Gloucester
99.41 Appraisal for 250 Mill Road, Fogelsville
99.42 Appraisal for 3543 Maple Drive, Fort Dodge
99.43 Appraisal for Westland Road, Hermiston
99.44 Appraisal for 2233 (2251) Jesse Street, Los Angeles
99.45 Appraisal for 4916 South Lois Avenue, Tampa
99.46 Appraisal for 9501 SE McLoughlin Boulevard, Milwaukie
99.47 Appraisal for 3245 Road "N", Moses Lake
99.48 Appraisal for 231 Second Road North, Nampa
99.49 Appraisal for 211 South Alexander Street, Plant City
99.50 Appraisal for 110th Street & Highway 54, Plover
99.51 Appraisal for Railroad Avenue, Gloucester
99.52 Appraisal for 1010 Americold Drive, Rochelle
99.53 Appraisal for 69 Rogers Street, Gloucester
99.54 Appraisal for Rowe Square, Gloucester
99.55 Appraisal for 4095 Portland Road, N.E., Salem
99.56 Appraisal for 1845 Westgate Parkway, Atlanta
99.57 Appraisal for 525 South Kilroy Road, Turlock
99.58 Appraisal for 4-14th Avenue South, Walla Walla
99.59 Appraisal for Dodd Road, Wallula
99.60 Appraisal for 750 West Riverside Drive, Watsonville
99.61 Appraisal for 1440 Silverton Road, Woodburn
99.62 Appraisal for Pier 39, San Francisco
99.63 Appraisal for One Commerce Square, Philadelphia
99.64 Economic Study and Appraisal of Marriott's Desert
Springs Resort & Spa, Palm Desert
99.65 Appraisal for The Showcase, Las Vegas
99.66 Appraisal for 1919 South Eads Street Office Building,
Crystal City
99.67 Appraisal for Arlington Plaza, Arlington
99.68 Appraisal for Crystal Gateway North Office Building,
Crystal City
<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/ Marvin Kabatznick
---------------------
Name: Marvin Kabatznick
Title: Chief Executive Officer
Date: May 1, 1998
<PAGE>
Exhibit Index
-------------
Item 601(a) of
Regulation S-K Paper (P) or
Exhibit No. Description Electronic (E)
- ----------- ----------- --------------
23.1 Consent of Landauer Associates, Inc., E
dated April 30, 1998
23.2 Consent of Hospitality Valuation Services E
International, dated March 26, 1998
23.3 Consent of Hospitality Valuation Services E
International, dated April 3, 1998
23.4 Consent of Koeppel Tener Real Estate E
Services, dated March 26, 1998
23.5 Consent of Cushman & Wakefield, Inc., dated E
March 26, 1998
99.1 Appraisal for 1355 Railroad Avenue, P
Albertville
99.2 Appraisal for 533 Laney-Walker Boulevard, P
Augusta
99.3 Appraisal for 700 W. 25th Street, Birmingham P
99.4 Appraisal for 700 West 9th Street, Charlotte P
99.5 Appraisal for 2800 Chelsea Avenue, Memphis P
99.6 Appraisal for 2339 Shop Road, Columbia P
99.7 Appraisal for 1634 North Midland Boulevard, P
Fort Smith
99.8 Appraisal for 215 E. Air Depot Road, Gadsden P
99.9 Appraisal for 6150 Xavier Drive, Atlanta P
99.10 Appraisal for 3320 South Arlington Avenue, P
Indianapolis
99.11 Appraisal for 3300 Lakewood Avenue, Atlanta P
99.12 Appraisal for 2174 C RD2 Orchard Lane, P
Leesport
99.13 Appraisal for North Side of Hwy. 20, West of P
U.S. 65, Marshall
99.14 Appraisal for 1100 East Parkway South, P
Memphis
99.15 Appraisal for 200 Airport Drive, Montezuma P
99.16 Appraisal for 4550 Newcomb Avenue, Montgomery P
99.17 Appraisal for 2641 Stephenson Drive, P
Murfreesboro
99.18 Appraisal for 3801-3803 E. Princess Anne P
Road, Norfolk
99.19 Appraisal for 1000 Exchange Street, Charlotte P
99.20 Appraisal for URS Oklahoma City Facility #1, P
Oklahoma City
99.21 Appraisal for 2524 Exchange Avenue, Oklahoma P
City
99.22 Appraisal for 165 Read Street, Portland P
99.23 Appraisal for 264 Farrell Road, Syracuse P
99.24 Appraisal for 200 Sara Lee Road, Tarboro P
99.25 Appraisal for Highway 21 East, Tomah P
99.26 Appraisal for 660 Fifth Street, Turlock P
99.27 Appraisal for 1651 South Airport Drive, P
West Memphis
99.28 Appraisal for 1740 Westgate Parkway, Atlanta P
99.29 Appraisal for 2707 North Mead Street, Wichita P
99.30 Portfolio of Ninety Limited Service Hotels P
99.31 Portfolio of Ninety-Three Limited Service P
Hotels
99.32 Appraisal for Green Acres Mall and The Plaza P
at Green Acres, Valley Stream
99.33 Appraisal for 6875 State Street, Bettendorf P
99.34 Appraisal for 100 Widett Circle, Boston P
99.35 Appraisal for 280 West Highway 30, Burley P
99.36 Appraisal for 301 South Walnut, Burlington P
99.37 Appraisal for 755 East 1700 South Street, P
Clearfield
99.38 Appraisal for 720 West Juniper Street, P
Connell
99.39 Appraisal for 4475 East 50th Avenue, Denver P
99.40 Appraisal for 159 East Main Street, P
Gloucester
99.41 Appraisal for 250 Mill Road, Fogelsville P
99.42 Appraisal for 3543 Maple Drive, Fort Dodge P
99.43 Appraisal for Westland Road, Hermiston P
99.44 Appraisal for 2233 (2251) Jesse Street, P
Los Angeles
99.45 Appraisal for 4916 South Lois Avenue, Tampa P
99.46 Appraisal for 9501 SE McLoughlin Boulevard, P
Milwaukie
99.47 Appraisal for 3245 Road "N", Moses Lake P
99.48 Appraisal for 231 Second Road North, Nampa P
99.49 Appraisal for 211 South Alexander Street, P
Plant City
99.50 Appraisal for 110th Street & Highway 54, P
Plover
99.51 Appraisal for Railroad Avenue, Gloucester P
99.52 Appraisal for 1010 Americold Drive, Rochelle P
99.53 Appraisal for 69 Rogers Street, Gloucester P
99.54 Appraisal for Rowe Square, Gloucester P
99.55 Appraisal for 4095 Portland Road, N.E., Salem P
99.56 Appraisal for 1845 Westgate Parkway, Atlanta P
99.57 Appraisal for 525 South Kilroy Road, Turlock P
99.58 Appraisal for 4-14th Avenue South, Walla P
Walla
99.59 Appraisal for Dodd Road, Wallula P
99.60 Appraisal for 750 West Riverside Drive, P
Watsonville
99.61 Appraisal for 1440 Silverton Road, Woodburn P
99.62 Appraisal for Pier 39, San Francisco P
99.63 Appraisal for One Commerce Square, P
Philadelphia
99.64 Economic Study and Appraisal Marriott's Desert P
Springs Resort & Spa, Palm Desert
99.65 Appraisal for The Showcase, Las Vegas P
99.66 Appraisal for 1919 South Eads Street Office P
Building, Crystal City
99.67 Appraisal for Arlington Plaza, Arlington P
99.68 Appraisal for Crystal Gateway North Office P
Building, Crystal City
<PAGE>
Exhibit 23.1
April 30, 1998
GS Mortgage Securities Corporation II
Goldman, Sachs & Co.
85 Broad Street, 19th floor
New York, New York 10004
Attention: J. Theodore Borter
We consent in the inclusion in any form (whether in paper or digital format,
including any electronic media such as CD-ROM or the Internet) in the Prospectus
Supplement relating to the GS Mortgage Securities Corporation II Commercial
Mortgage Pass-Through Certificates, Series 1998-GL II, of our complete appraisal
report (the "Report") with respect to the properties listed on Exhibit A (the
"Properties"), and we consent to the reference to our firm under the captions
"Experts" and "Description of the Mortgage Pool and the Underlying Mortgaged
Properties" in such Prospectus Supplement.
We hereby also acknowledge and agree that the Report is for the use and benefit
of, and may be relied upon by you and any of your affiliates; initial and
subsequent holders from time to time of any debt and/or securities secured or
otherwise backed, directly or indirectly, by any of the Properties; any
indenture trustee, servicer or other agent acting on behalf of such holders of
such debt and/or debt securities; any rating agencies; and the institutional
provider(s) from time to time of any liquidity facility or credit support for
such findings, and their respective successors and assigns. With respect to the
foregoing, the Report speaks only as of the original date of the Report unless
specifically updated through supplemental Landauer Associates, Inc. Reports.
Sincerely,
Landauer Associates, Inc.
By: /s/ Deborah A. Jackson
----------------------
Title: Senior Managing Director
<PAGE>
EXHIBIT A
Property City State Appraisal Date
One Commerce Square Philadelphia PA 02/01/98
Green Acres Valley Stream NY 03/01/98
Ash Street Denver CO 03/01/98
Bettendorf Bettendorf IA 03/01/98
Boston Boston MA 03/01/98
Burlington Burlington WA 03/01/98
Burley Burley ID 03/01/98
Clearfield Clearfield UT 03/01/98
Connell Connell WA 03/01/98
E. Main Street Gloucester MA 03/01/98
Fogelsville Fogelsville PA 03/01/98
Ft. Dodge Fort Dodge IA 03/01/98
Hermiston Hermiston OR 03/01/98
Jesse St. Los Angeles CA 03/01/98
Lois Avenue Tampa FL 03/01/98
Milwaukie Portland OR 03/01/98
Moses Lake Moses Lake WA 03/01/98
Nampa Nampa ID 03/01/98
Plant City Plant City FL 03/01/98
Plover Plover WI 03/01/98
Rail Road Ave. Gloucester MA 03/01/98
Watsonville Watsonvile CA 03/01/98
Rochelle Rochelle IL 03/01/98
Rogers St. Gloucester MA 03/01/98
Rowe Square Gloucester MA 03/01/98
Salem Salem OR 03/01/98
Southgate Atlanta GA 03/01/98
Turlock 2 Turlock CA 03/01/98
Walla Walla Walla Walla WA 03/01/98
Wallula Wallula WA 03/01/98
Woodburn Woodburn OR 03/01/98
Albertville Albertville AL 03/01/98
Augusta Augusta GA 03/01/98
Birmingham Birmingham AL 03/01/98
Charlotte Central Charlotte NC 03/01/98
Charlotte North Charlotte NC 03/01/98
Columbia Columbia SC 03/01/98
Ft. Smith Ft. Smith AR 03/01/98
Gadsden Gadsden AL 03/01/98
Gateway Atlanta GA 03/01/98
Indianapolis Indianapolis IN 03/01/98
Chelsea Memphis Memphis TN 03/01/98
Lakewood Atlanta GA 03/01/98
Leesport Leesport PA 03/01/98
Marshall Marshall MO 03/01/98
Memphis Parkway Memphis TN 03/01/98
Montezuma Montezuma GA 03/01/98
Montgomery [New] Montgomery AL 03/01/98
Murfreesboro Murfreesboro TN 03/01/98
Norfolk Norfolk VA 03/01/98
Oklahoma [1] Oklahoma City OK 03/01/98
Oklahoma [2] Oklahoma City OK 03/01/98
Portland Portland ME 03/01/98
Syracuse Syracuse NY 03/01/98
Tarboro Tarboro NC 03/01/98
Tomah Tomah WI 03/01/98
Turlock 1 Turlock CA 03/01/98
Westgate Atlanta GA 03/01/98
West Memphis West Memphis AR 03/01/98
Wichita Wichita KS 03/01/98
<PAGE>
Exhibit 23.2
March 26, 1998
GS Mortgage Securities Corporation II
Goldman, Sachs & Co.
85 Broad Street, 19th Floor
New York, New York 10004
Attention: J. Theodore Borter
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) in the Prospectus
Supplement relating to the GS Mortgage Securities Corporation II Commercial
Mortgage Pass-Through Certificates, Series 1998-GL II, of our complete appraisal
report (the "Report") with respect to the properties listed below (the
"Properties"), and we consent to the reference to our firm under the captions
"Experts" and "Description of the Mortgage Pool and the Underlying Mortgaged
Properties" in such Prospectus Supplement.
We hereby also acknowledge and agree that the Report is for the use and benefit
of, and may be relied upon by you and any of your affiliates; initial and
subsequent holders from time to time of any debt and/or securities secured or
otherwise backed, directly or indirectly, by any of the Properties; any
indenture trustee, servicer or other agent acting on behalf of such holders of
such debt and/or debt securities; any rating agencies; and the institutional
provider(s) from time to time of any liquidity facility or credit support for
such findings, and their respective successors and assigns. With respect to the
foregoing, the Report speaks only as of the original date of the Report unless
specifically updated through supplemental Hospitality Valuation Services
Reports.
Tharaldson A Various Locations January 23, 1998
Tharaldson B Various Locations January 28, 1998
Sincerely,
HOSPITALITY VALUATION SERVICES
Division of H&R Valuation Services, Inc.
/s/ Gregory Hartmann
--------------------
Gregory Hartmann, CHA
Managing Director
GPH:peb
<PAGE>
Exhibit 23.3
April 3, 1998
GS Mortgage Securities Corporation II
Goldman, Sachs & Co.
85 Broad Street, 19th Floor
New York, New York 10004
Attention: J. Theodore Borter
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) in the Prospectus
Supplement relating to the GS Mortgage Securities Corporation II Commercial
Mortgage Pass-Through Certificates, Series 1998-GL II, of our complete appraisal
report (the "Report") with respect to the properties listed below (the
"Properties"), and we consent to the reference to our firm under the captions
"Experts" and "Description of the Mortgage Pool and the Underlying Mortgaged
Properties" in such Prospectus Supplement.
We hereby also acknowledge and agree that the Report is for the use and benefit
of, and may be relied upon by you and any of your affiliates, initial and
subsequent holders from time to time of any debt and/or securities secured or
otherwise backed, directly or indirectly, by any of the Properties; any
indenture trustee, servicer or other agent acting on behalf of such holders of
such debt and/or debt securities; any rating agencies; and the institutional
provider(s) from time to time of any liquidity facility or credit support for
such findings and their respective successors and assigns. With respect to the
foregoing, the Report speaks only as of the original date of the Report unless
specifically updated through supplemental Hospitality Valuation Services
Reports.
Marriott Desert Springs Palm Desert, CA Original Report 11/15/96
Updated Letter 11/14/97
Sincerely,
HOSPITALITY VALUATION SERVICES
Division of H&R Valuation Services, Inc.
/s/ Stephen Rushmore
--------------------
Stephen Rushmore, CRE, MAI, CHA
President
SR/cg
<PAGE>
Exhibit 23.4
March 26, 1998
GS Mortgage Securities Corporation II
Goldman, Sachs & Co.
85 Broad Street, 19th Floor
New York, New York 10004
Attention: J. Theodore Borter
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) in the Prospectus
Supplement relating to the GS Mortgage Securities Corporation II Commercial
Mortgage Pass-Through Certificates, Series 1998-GL II, of our complete appraisal
report (the "Report") with respect to the properties listed below (the
"Properties"), and we consent to the reference to our firm under the captions
"Experts" and "Description of the Mortgage Pool and the Underlying Mortgaged
Properties" in such Prospectus Supplement.
We hereby also acknowledge and agree that the Report is for the use and benefit
of, and may be relied upon by you and any of your affiliates; initial and
subsequent holders from time to time of any debt and/or securities secured or
otherwise backed, directly or indirectly, by any of the Properties; any
indenture trustee, servicer or other agent acting on behalf of such holders of
such debt and/or debt securities; any rating agencies; and the institutional
provider(s) from time to time of any liquidity facility or credit support for
such findings, and their respective successors and assigns. With respect to the
foregoing, the Report speaks only as of the original date of the Report unless
specifically updated through supplemental Koeppel Tener Real Estate Services
Reports.
Pier 39 San Francisco, CA [Appraisal Date]
Sincerely,
Koeppel Tener Real Estate Services
By: /s/ Matthew C. Mondanile
------------------------
Title: Senior Director
<PAGE>
Exhibit 23.5
March 26, 1998
GS Mortgage Securities Corporation II
Goldman, Sachs & Co.
85 Broad Street, 19th Floor
New York, New York 10004
Attention: J. Theodore Borter
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) in the Prospectus
Supplement relating to the GS Mortgage Securities Corporation II Commercial
Mortgage Pass-Through Certificates, Series 1998-GL II, of our complete appraisal
report (the "Report") with respect to the properties listed below (the
"Properties"), and we consent to the reference to our firm under the captions
"Experts" and "Description of the Mortgage Pool and the Underlying Mortgaged
Properties" in such Prospectus Supplement.
We hereby also acknowledge and agree that the Report is for the use and benefit
of, and may be relied upon by you and any of your affiliates; initial and
subsequent holders from time to time of any debt and/or securities secured or
otherwise backed, directly or indirectly, by any of the Properties; any
indenture trustee, servicer or other agent acting on behalf of such holders of
such debt and/or debt securities; any rating agencies; and the institutional
provider(s) from time to time of any liquidity facility or credit support for
such findings, and their respective successors and assigns. With respect to the
foregoing, the Report speaks only as of the original date of the Report unless
specifically updated through supplemental Cushman & Wakefield Reports.
Showcase Las Vegas, NV September 1, 1997
1919 South Eads Road Arlington, VA October 2, 1997
Arlington Plaza Arlington, VA October 10, 1997
Crystal Gateway North Arlington, VA October 2, 1997
Sincerely,
Cushman & Wakefield
By: /s/ Martin B. Levine
--------------------
Title: Senior Vice President
