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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GS Financial Products U.S., L.P.
(Exact name of registrant as specified in its charter)
Cayman Islands 52-1919759
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
P.O Box 896
Harbour Centre, North Church Street
Grand Cayman, Cayman Islands Not Applicable
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each
to be so registered class is to be registered
S&P 500 Enhanced Stock
Index Growth New York Stock Exchange, Inc.
Notes due August 9, 2002
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective securities and is to become
upon filing pursuant to General effective simultaneously with
Instruction A(c)(1) please the effectiveness of a
check the following box. [x] concurrent registration
statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be
Registered.
The material set forth (i) under the caption "Description of
Notes" in the Prospectus Supplement, dated January 3, 1996, to the
Prospectus, dated December 28, 1995, included in the Registrant's
Registration Statement on Form S-3 (No. 33-99948) and (ii) under the
caption "Description of E-SIGNS" in the Registrant's Pricing Supplement
related to the S&P 500 Enhanced Stock Index Growth Notes due August 9, 2002
that will be filed by the Registrant pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, are incorporated herein by reference.
Copies of such descriptions have been filed with the New York Stock Exchange,
Inc. (the "NYSE").
Item 2. Exhibits.
As permitted by Instruction II, the following exhibits have
been included in or incorporated by reference into the copy of this
registration statement filed with the NYSE, but have not been included or
incorporated by reference in the exhibits filed with the Securities and
Exchange Commission.
1. Registrant's Annual Report on Form 10-K for the fiscal year ended
November 25, 1995, without exhibits.
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended February 24, 1996 and May 31, 1996, without exhibits.
3. The following exhibits to the Registrant's Registration Statement on
Form S-1 (No. 33-71544) are incorporated herein by reference: (i)
the Registrant's Certificate of Registration (Exhibit 3.1), (ii) the
Registrant's Amended and Restated Limited Partnership Agreement
(Exhibit 3.2(a)), (iii) the Amendment, dated November 24, 1993, to
the Registrant's Amended and Restated Limited Partnership Agreement
(Exhibit 3.2(b)), (iv) the Memorandum of Association of GS Financial
Products US Co. (the "Corporate General Partner") (Exhibit 3.3), and
(v) the Restated Articles of Association of the Corporate General
Partner (Exhibit 3.4).
4. Indenture, dated as of October 11, 1994, between the Registrant and
The Bank of New York, as trustee (incorporated herein by reference
from Exhibit 4.1 to the Registrant's Form 10-Q for the quarter ended
August 26, 1994).
5. Form of the Registrant's S&P 500 Enhanced Stock Index Growth Note due
August 9, 2002.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
GS FINANCIAL PRODUCTS U.S., L.P.
(Registrant)
acting by its general partner
GS Financial Products US Co.
By: /s/ Greg Swart
Name: Greg Swart
Title: President
For and on behalf of GS Financial
Products US Co., managing general
partner of GS Financial Products
U.S., L.P.
Date: August 5, 1996
