SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 25, 1999
GS Financial Products U.S., L.P.
(Exact name of registrant as specified in its charter)
Cayman Islands No. 000-25178 No. 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)
(345) 945-1326
(Registrant's telephone number, including area code)
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(Former name or former address, if changed 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 PricewaterhouseCoopers LLP,
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
27, 1998 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 27, 1998 and November 28, 1997, including the
report of PricewaterhouseCoopers LLP, 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 PricewaterhouseCoopers LLP
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 25th day of February, 1999.
GS FINANCIAL PRODUCTS U.S., L.P.
acting by its general partner, GS
Financial Products US Co.
By: /s/ C. Douglas Fuge
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C. Douglas Fuge
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
23.1 Consent of PricewaterhouseCoopers
LLP
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) of
our report dated February 22, 1999 on our audits of the balance sheets of GS
Financial Products US Co. as of November 27, 1998 and November 28, 1997, which
report is included in the current report of the Company on Form 8-K dated
February 25, 1999.
PricewaterhouseCoopers LLP
New York, New York
February 25, 1999.
EXHIBIT 99.1
REPORT OF INDEPENDENT ACCOUNTANTS
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To the Board of Directors,
GS Financial Products US Co.:
In our opinion, the accompanying balance sheets present fairly, in all material
respects, the financial position of GS Financial Products US Co. (the "Company")
at November 27, 1998 and November 28, 1997 in conformity with generally accepted
accounting principles. 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 of these balance
sheets in accordance with generally accepted auditing standards, which require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the balance sheets, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of
the balance sheets. We believe that our audits provide a reasonable basis for
our opinion.
PricewaterhouseCoopers LLP
New York, New York
February 25, 1999.
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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 27, 1998 November 28, 1997
Assets:
Cash $1,642 $1,661
Investment in affiliate 794 748
Receivables from affiliates 131 411
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Total assets $2,567 $2,820
Liabilities and Shareholders'
Equity:
Payables to affiliates $169 $285
Other liabilities 7 170
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Total liabilities 176 455
Commitments and Contingencies
Shareholders' Equity:
Ordinary share capital
$1 par value; 899,999 shares
authorized,
11,305 shares issued and 11 11
outstanding
Deferred share capital
$1 par value; 1 share
authorized, issued
and outstanding - -
Additional paid-in-capital 599 599
Retained earnings 1,781 1,755
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Total shareholders' equity 2,391 2,365
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Total liabilities and $2,567 $2,820
shareholders' equity ====== ======
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE BALANCE SHEETS.
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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.
These balance sheets have been prepared in accordance with generally
accepted accounting principles that require management to make estimates
and assumptions that affect the financial statements and related
disclosures. These estimates and assumptions are based on judgement and
available information and, consequently, actual results could be
materially different from these estimates.
As a Cayman Islands limited liability company, US Co. is not subject to
income taxes.
2. CASH:
As of November 27, 1998 and November 28, 1997, cash was deposited in a
brokerage account with an affiliate.
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 27, 1998 and November 28, 1997, 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 27, 1998 and
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
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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 27, 1998 November 28, 1997
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FPUS
Total assets $461 $583
Total liabilities 304 434
Partners' capital 157 148
Net income 9 14
FPI
Total assets $170 $235
Total liabilities 137 203
Partners' capital 33 32
Net loss (0.2) (2.7)
4. RELATED PARTY TRANSACTIONS:
An affiliate provides US Co. with operational 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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