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: October 15, 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 333-40939 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 are certain materials
("Computational Materials") furnished to the Registrant by Goldman, Sachs & Co.
(the "Underwriter") in respect of the Registrant's proposed offering of
Commercial Mortgage Pass-Through Certificates, Series 1998-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. 333-40939) (the
"Registration Statement"). The Registrant hereby incorporates the Computational
Materials by reference in the Registration Statement.
The Computational Materials were prepared solely by the Underwriter, and
the Registrant did not prepare or participate in the preparation of the
Computational Materials.
Any statement or information contained in the Computational 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be deemed to be modified or superseded for purposes of the Prospectus and the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. 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: October 28, 1998
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Exhibit Index
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Format Exhibit No. Description Page
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P 99 Computational Materials 5
