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 26, 1998
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 (Commission File Number) (I.R.S. employer
jurisdiction of identification no.)
incorporation)
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)
(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
29, 1996 and November 28, 1997, 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 29, 1996 and November 28, 1997, 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
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 26th day of February, 1998.
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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Greg Swart
President, Principal Financial Officer
and Principal Accounting Officer
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
Exhibit No. Description
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23.1 Consent of Coopers & Lybrand L.L.P.
99.1 Balance Sheets of GS Financial Product
US Co., including independent accountants'
report thereon.
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 24, 1998 on our audits of the balance sheets of GS
Financial Products US Co. as of November 29, 1996 and November 28, 1997, which
report is included in the Current Report of the Company on Form 8-K dated
February 26, 1998.
COOPERS & LYBRAND L.L.P.
New York, New York
February 26, 1998.
EXHIBIT 99.1
REPORT OF INDEPENDENT ACCOUNTANTS
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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 29, 1996 and November 28, 1997. 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 29, 1996 and November 28, 1997, in conformity with accounting
principles generally accepted in the United States.
COOPERS & LYBRAND L.L.P.
New York, New York
February 24, 1998.
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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 29, 1996 November 28, 1997
Assets:
Cash (Note 2) $11,524 $1,661
Investment in affiliates (Notes 1 and 3) 679 747
Receivables from affiliates 130 412
Total assets $12,333 $2,820
Liabilities and Shareholders' Equity:
Payables to affiliates $0 $285
Other liabilities 170 170
Total liabilities 170 455
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 10,599 599
Retained earnings 1,553 1,755
Total shareholders' equity 12,163 2,213
Total liabilities and shareholders' equity $12,333 $2,820
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. The sole business of US Co. is to manage FPUS.
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:
As of November 28, 1997 and November 29, 1996, cash was deposited in a
brokerage account with an affiliate.
The decrease in cash is the result of a $10 million distribution paid by
US Co. to its ultimate parent, The Goldman Sachs Group, L.P.
3. Investment in Affiliates:
FPUS owns an approximate 2% general and limited partnership interest in GS
Financial Products International, L.P. ("FPI"), which is also a Cayman
Islands exempted limited partnership. Under Cayman Islands law, FPUS would
be liable for all of the liabilities of FPI if it were to become insolvent.
The business of FPUS and FPI is to enter into, as principal or guarantor, a
variety of financial instruments such as swaps, options, futures, forwards,
warrants and indexed debt instruments and the underlying financial
instruments (i.e., securities, commodities or foreign currency). As of
November 28, 1997 and November 29, 1996, the assets of FPUS consisted
principally of obligations of major international financial institutions,
primarily banks, which are rated A+ or better by at least one
internationally recognized credit rating agency, cash and cash equivalents
and securities owned. As of November 28, 1997 the assets of FPI consisted
principally of cash and cash equivalents and equity securities of entities
organized under Japanese law. FPI's functional currency is the Japanese
Yen, and the amounts presented below were translated at the yen/dollar
exchange rate in effect at the applicable balance sheet date.
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GS FINANCIAL PRODUCTS US Co.
Notes to Balance Sheets (Continued)
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Selected balance sheet data for FPUS and FPI ($ in millions):
November 29, 1996 November 28, 1997
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FPUS
Total assets $371 $582
Total liabilities 237 434
Partners' capital 134 148
Net income 14 14
FPI
Total assets $400 $235
Total liabilities 304 203
Partners' capital 96 32
Net income (loss) (0.3) (2.7)
The decrease in capital of FPI is the result of a Y6 billion distribution of
capital made by FPI to GS Financial Products, L.P., one of FPI's general
partners. As a result of this distribution, the FPUS' partnership interest in
FPI increased from 1% to 2% in relation to the other general and limited
partners of FPI.
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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