SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported):
February 27, 1997
GS Financial Products U.S., L.P.
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS NO. 000-25178 52-1919759
(State or other jurisdiction (Commission File Number) (I.R.S. employer
of incorporation identification no.)
P.O. Box 896
Harbour Centre, North Church Street
Grand Cayman, Cayman Islands
British West Indies
(Address of principal executive offices)
(809) 945-1326
(Registrant's telephone number, including area code)
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(Former name or former address, if changes since last report)
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Item 5. Other Events.
Accompanying this Current Report on Form 8-K as exhibits 23.1 and 99.1
hereto, respectively, are (i) the consent of Coopers & Lybrand L.L.P.,
independent accountants, to the incorporation by reference of the report on
their audit of the balance sheets of GS Financial Products US Co. as of November
24, 1995 and November 29, 1996, in the registrant's Registration Statement on
Form S-3 (File No 33-99948) and (ii) the balance sheets of GS Financial Products
US Co. as of November 24, 1995 and November 29, 1996, including the report of
Coopers & Lybrand L.L.P., independent accountants, thereon.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) The following exhibits are filed as part of this Form 8-K:
23.1 Consent of Coopers & Lybrand L.L.P.
99.1 Balance Sheets of GS Financial Products US Co.,
including independent accountants' report thereon.
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SIGNATURE
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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 its behalf by the
undersigned thereunto duly authorized on this 27th day of February, 1997.
GS FINANCIAL PRODUCTS U.S., L.P.
acting by its general partner,
GS Financial Products US Co.
By: /s/ Greg Swart
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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.
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Index to Exhibits
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Exhibit No. Description
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23.1 Consent of Coopers & Lybrand L.L.P.
99.1 Balance Sheets of GS Financial Products US Co.,
including independent accountants' report
thereon.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of GS
Financial Products U.S., L.P. (the "Company") on Form S-3 (File No. 33-99948),
filed with the Securities and Exchange Commission on December 1, 1995, of our
report dated February 7, 1997 on our audits of the balance sheets of GS
Financial Products US Co. as of November 24, 1995 and November 29, 1996, which
report is included in the Current Report of the Company on Form 8-K dated
February 27, 1997.
COOPERS & LYBRAND L.L.P.
New York, New York
February 27, 1997.
EXHIBIT 99.1
REPORT OF INDEPENDENT ACCOUNTANTS
__________
To the Board of Directors,
GS Financial Products US Co.:
We have audited the accompanying balance sheets of GS FINANCIAL PRODUCTS US Co.
as of November 24, 1995 and November 29, 1996. These balance sheets are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these balance sheets based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the balance sheets are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheets. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the balance sheets referred to above present fairly, in all
material respects, the financial position of GS Financial Products US Co., as of
November 24, 1995 and November 29, 1996, in conformity with accounting
principles generally accepted in the United States.
COOPERS & LYBRAND L.L.P.
New York, New York
February 7, 1997.
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GS FINANCIAL PRODUCTS US Co.
Balance Sheets
(U.S. dollars in thousands, except share par value)
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November 24, 1995 November 29, 1996
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Assets:
Cash and cash equivalents (Note 2) $11,179 $11,524
Investment in affiliates (Notes 1 and 3) 633 679
Other assets 120 130
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Total assets $11,932 $12,333
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Liabilities and Shareholders' Equity
Accounts payable $7 $170
-- ----
Total liabilities 7 170
Commitments and Contingencies (Note 3)
Shareholders' Equity:
Ordinary share capital
$1 par value; 899,999 shares
authorized, 11,305 shares
issued and outstanding 11 11
Deferred share capital (Note 1)
$1 par value; 1 share
authorized, issued and
outstanding -- --
Additional paid-in-capital 10,599 10,599
Retained earnings 1,315 1,553
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Total shareholders' equity 11,925 12,163
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Total liabilities and
shareholders' equity $11,932 $12,333
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The accompanying notes are an integral part of the financial statements.
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GS FINANCIAL PRODUCTS US Co.
Notes to Balance Sheets
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1. Business and Significant Accounting Policies:
GS Financial Products US Co. ("US Co.") is a Cayman Islands limited
liability corporation owned directly by GS Financial Products, L.P., a
Cayman Islands exempted limited partnership, except for one
non-participating deferred share (the "Deferred Share"), held by an outside
party. The Deferred Share has sufficient voting power to permit its holder
to block an attempt to voluntarily dissolve US Co. The Deferred Share has no
other material economic or voting rights. The ultimate parent of US Co. is
The Goldman Sachs Group, L.P., a Delaware limited partnership.
US Co. is an approximate 1% owner and the general partner of GS Financial
Products U.S., L.P. ("FPUS"), a Cayman Islands exempted limited partnership.
US Co.'s investment in its affiliate (Note 3) is accounted for by the equity
method.
US Co.'s balance sheets have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of the
balance sheets in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
reported amounts. The balance sheets are reported in U.S. dollars, the
functional currency of US Co.
As a Cayman Islands limited liability company, US Co. is not subject to
income taxes.
2. Cash and Cash Equivalents:
Cash equivalents are short-term, highly liquid investments with original
maturities of three months or less. Cash and cash equivalents as of November
29, 1996 includes $11.5 million of short-term deposits with an affiliate
and, as of November 24, 1995, $111 thousand of short-term deposits and $11.1
million in U.S. Government securities. Cash and cash equivalents are carried
at cost plus accrued interest, which approximates fair value.
3. Investment in Affiliates:
FPUS owns an approximate 1% general and limited partnership interest in GS
Financial Products International, L.P. ("FPI"), which is also a Cayman
Islands exempted limited partnership. Under Cayman Islands law, FPUS would
be liable for all of the liabilities of FPI if it were to become insolvent.
The business of FPUS and FPI is to enter into, as principal or guarantor, a
variety of financial instruments such as swaps, options, futures, forwards,
warrants and indexed debt instruments and the underlying financial
instruments (i.e., securities, commodities or foreign currency). As of
November 29, 1996 and November 24, 1995, the assets of FPUS consisted
principally of Derivative Transactions with major international financial
institutions with ratings of single-A or better from the major
internationally recognized credit rating agencies and cash and cash
equivalents. As of November 29, 1996 the assets of FPI consisted principally
of Japanese equity and equity-linked securities. FPI's functional currency
is the Japanese Yen, and the amounts presented below were translated at the
yen/dollar exchange rate in effect at the applicable balance sheet date.
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GS FINANCIAL PRODUCTS US Co.
Notes to Balance Sheets (Continued)
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Selected balance sheet data for FPUS and FPI ($ in millions):
November 24, 1995 November 29, 1996
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FPUS
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Total assets $425 $371
Total liabilities 300 237
Partners' capital 125 134
Net income 12 14
FPI
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Total assets $516 $400
Total liabilities 406 304
Partners' capital 110 96
Net income (loss) 0.9 (0.3)
4. Related Party Transactions:
An affiliate provides US Co. with operations and administrative support for
which an agreed upon fee per annum is charged. US Co. also obtains brokerage
and custodial services from affiliates.
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