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)
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) and is effective pursuant to General Instruction
A.(c), check the following box. |X|
If this Form relates to the registration of a class of securities
pursuant to Section 12(8) of the Exchange Act and is effective pursuant
to General Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which
this form relates: 33-99948
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
3% CITICORP EXCHANGEABLE
NOTES DUE AUGUST 28, 2002 AMERICAN STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
<PAGE>
NONE
(Title of Class)
<PAGE>
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 Notes" in the
Registrant's Pricing Supplement related to the 3% Citicorp Exchangeable Notes
due August 28, 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 American Stock
Exchange, Inc. (the "AMEX").
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 AMEX, 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 29, 1996, without exhibits.
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
February 28, 1997 and May 30, 1997, 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).
<PAGE>
5. Form of the Registrant's 3% Citicorp Exchangeable Note due August 28,
2002.
<PAGE>
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 26, 1997
