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):
August 23, 1999
GS FINANCIAL PRODUCTS U.S., L.P.
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(Exact Name of Registrant as Specified in Charter)
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CAYMAN ISLANDS NO. 000-25178 NO. 52-1919759
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(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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P.O. BOX 896
HARBOUR CENTRE, NORTH CHURCH STREET
GRAND CAYMAN, CAYMAN ISLANDS
BRITISH WEST INDIES N/A
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (345)945-1326
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On August 23, 1999, the Board of Directors of GS Financial Products US
Co., the corporate general partner of GS Financial Products U.S., L.P. (the
"Company"), adopted a resolution authorizing the Company to redeem its 3%
Citicorp Exchangeable Notes due August 28, 2002 (the "Notes"). On August 30,
1999, the Company sent a Notice of Redemption to the registered holders of the
Notes. The Notes will be redeemed at a redemption price equal to 100% of the
face amount of the Notes plus accrued and unpaid interest to, but excluding, the
redemption date of September 14, 1999. As of August 30, 1999, there was $48
million face amount of the Notes outstanding. The Notice of Redemption specifies
in more detail the terms of the redemption and is included as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) The following exhibits are filed as part of this Form 8-K:
99.1 Notice of Redemption.
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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 hereunto duly authorized.
GS FINANCIAL PRODUCTS U.S., L.P.
(Registrant)
acting by its general partner
GS Financial Products US Co.
Date: August 30, 1999 By: /s/ Brian J. Lee
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Name: Brian J. Lee
Title: Treasurer
For and on behalf of GS Financial
Products US Co., managing 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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99.1 Notice of Redemption
Exhibit 99.1
NOTICE OF REDEMPTION
ON SEPTEMBER 14, 1999
GS FINANCIAL PRODUCTS U.S., L.P.
3% CITICORP EXCHANGEABLE NOTES DUE AUGUST 28, 2002
CUSIP NO. 362276AA5
THE EXCHANGE RIGHT DESCRIBED BELOW EXPIRES AT NOON (NEW YORK CITY TIME)
ON SEPTEMBER 3, 1999
To the Holders of the 3% Citicorp Exchangeable Notes due August 28, 2002 (the
"Notes") of GS Financial Products U.S., L.P. (the "Company"):
NOTICE IS HEREBY GIVEN THAT pursuant to the Indenture, dated as of
October 11, 1994, between the Company and The Bank of New York, as Trustee, the
Issuer will redeem on September 14, 1999 (the "Call Date") all of the
outstanding Notes (less any Notes for which the Exchange Right is duly
exercised, as described below), at a redemption price equal to 100% of the face
amount thereof, together with accrued and unpaid interest (if any) to, but
excluding, the Call Date (the "Redemption Price"). As of August 30, 1999, there
was $48 million face amount of Notes outstanding.
On the Call Date, the Redemption Price will become due and will be
payable on or after the Call Date upon presentation and surrender of a Note for
payment to The Bank of New York, at the appropriate address set forth below.
From and after the Call Date, all interest will cease to accrue on the Notes.
ALTERNATIVES AVAILABLE TO HOLDERS OF NOTES
REDEMPTION. Holders of Notes may surrender their Notes for redemption
on the Call Date at the Redemption Price of $1,000 for each $1,000 in face
amount of Notes, plus accrued and unpaid interest to but excluding the Call
Date. Accrued interest on $1,000 face amount of Notes will total $1.33 for the
period from August 28, 1999, the last interest payment date, to but excluding
the Call Date.
SALE. As a second alternative, Holders may sell their Notes.
EXCHANGE RIGHT. As a third alternative, at any time prior to 12:00
noon, New York City time, on September 3, 1999, Holders will be able to exchange
each $250,000 face amount of Notes for 5,457.02625 shares of Citigroup, Inc.
(formerly Citicorp) common stock (the "Common Stock"), plus accrued interest up
to and including the date the Notes are surrendered for exchange. Holders of
Notes otherwise entitled to receive
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fractional shares of Common Stock will receive cash in lieu thereof based on the
closing price of the Common Stock on the Exchange Notice Date (i.e., the date on
which (i) a duly completed Notice of Exchange is submitted to The Bank of New
York, with a copy to Goldman, Sachs & Co., as Calculation Agent (the
"Calculation Agent"), in substantially the form attached as Annex A to the
Company's Pricing Supplement, dated August 21, 1997, and (ii) The Bank of New
York receives the Notes duly endorsed in blank).
The closing price of the Common Stock on August 27, 1999 was $47.00 per
share. If the closing price of the Common Stock on the date of settlement of an
exchange is $45.8125 per share or more, a Holder exercising the Exchange Right
will receive Common Stock with a market value that, as of the close on that
date, exceeds the amount of cash that such Holder would receive in respect of
the face amount of the Notes by surrendering the Notes pursuant to this Notice
of Redemption, without taking account of accrued interest payable on redemption
or exchange. Of course, a Holder will be subject to transaction costs in
converting the Common Stock to cash, and will be subject to possible market
fluctuations prior to the sale of Common Stock received upon conversion.
Because the Notes are in global form, a Notice of Exchange may only be
submitted by a participant in The Depository Trust Company's ("DTC") book-entry
system on whose books a Note is carried. Accordingly, if you are a beneficial
owner of Notes and you wish to utilize the Exchange Right, you must contact the
participant through which you own an interest in the Notes and instruct them
accordingly.
Any question as to the validity of a Notice of Exchange or as to
whether such Notice has been properly and timely given will be resolved by the
Calculation Agent in its sole discretion.
PROCEDURE FOR REDEMPTION
Notes that are not exchanged on or prior to 12:00 noon, New York City
time, on September 3, 1999 should be surrendered for payment at:
By Mail or Overnight Courier
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THE BANK OF NEW YORK
P.O. BOX 11249
CHURCH STREET STATION
BOND REDEMPTION UNIT
NEW YORK, NY 10286
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By Hand
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THE BANK OF NEW YORK
101 BARCLAY STREET
BOND REDEMPTION UNIT - 7E
GROUND FLOOR
NEW YORK, NY 10286
As indicated above, all Notes are in global form. As a result, if you
are a beneficial owner of Notes and you wish to redeem, you must contact the DTC
participant through which you own an interest in the Notes and instruct them
accordingly.
Notes called for redemption must be surrendered by DTC to The Bank of
New York at the address specified above to collect the Redemption Price.
Interest will cease to accrue from and after the Call Date.
No representation is made as to the correctness or accuracy of the
above-noted CUSIP number or that printed on the Notes and the redemption of the
Notes shall not be affected by any defect in such number.
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following summary of the principal United States federal income tax
consequences of the sale, exchange or redemption of the Notes deals only with a
Note held as a capital asset by (i) a citizen or resident of the United States,
(ii) a domestic corporation, (iii) an estate the income of which is subject to
United States federal income tax without regard to its source or (iv) a trust
that is subject to the primary supervision of a United States court and the
control of one or more United States persons (each, a "U.S. Holder"). The
summary does not discuss the rules that may apply to special classes of holders
such as life insurance companies, banks, tax-exempt organizations, dealers in
securities, currencies or commodities, traders in securities that elect to mark
to market, persons that hold Notes that are a hedge or that are hedged against
price risks or that are part of a straddle or conversion transaction, or persons
whose functional currency is not the U.S. dollar. The summary is based on
current provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), its legislative history, existing and proposed regulations thereunder,
published rulings and court decisions, all as in effect on the date hereof and
all subject to change at any time, perhaps with retroactive effect.
This discussion (except as specifically stated otherwise) assumes that
the Notes are properly treated as debt instruments for federal income tax
purposes and are subject to special rules governing contingent payment debt
obligations, although whether this is the proper treatment of the Notes is not
free from doubt. A U.S. Holder will recognize gain or loss upon the sale,
exchange or redemption of the Notes in an amount equal to the difference, if
any, between the fair market value of the amount received by the U.S. Holder and
the U.S. Holder's adjusted basis in the Notes. United States Holders should
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be aware that the receipt of Common Stock will also be treated as a taxable
disposition of the Notes (although the Company will not be subject to any
information reporting requirement with respect to such disposition in exchange
for Common Stock) with the holder being treated as having received an amount
equal to the fair market value of the Common Stock.
In general, a U.S. Holder's adjusted basis in a Note will equal the
amount paid for the Note, increased by the amount of interest previously accrued
by the holder (in accordance with the rules governing contingent payment debt
obligations discussed in the Pricing Supplement, dated August 21, 1997, relating
to the Notes, under the heading "United States Federal Income Tax
Considerations"), and decreased by the amount of interest payments received by
the holder with respect to the Note.
Any gain upon sale, exchange or retirement of the Notes will be
ordinary income; any loss will be ordinary loss to the extent of interest
included as income in the current or previous taxable years by the U.S. Holder
in respect of the Notes, and thereafter, capital loss. A U.S. Holder's holding
period in any Common Stock received will begin on the date after the receipt of
such Common Stock and the U.S. Holder's basis will equal the value of the Common
Stock on the date of receipt.
If a U.S. Holder purchased a Note at a date later than the issue date
(a "subsequent purchaser") at a price that is different than the original issue
price, the premium and market discount rules do not apply. Instead, the
difference is allocated on a reasonable economic basis between accruals of
interest and the final payment at maturity. To the extent that such difference
is allocated to accruals of interest, the difference is treated under rules
analogous to those that apply to premium or original issue discount. To the
extent such difference is allocated to the final payment, the difference will
increase or decrease the ordinary income or loss recognized upon the receipt of
such payment.
Alternatively, it is possible that the Internal Revenue Service would
treat the Notes as a forward contract to purchase Common Stock or in some other
fashion. U.S. Holders of Notes should consult their tax advisors with respect to
the tax consequences of any such alternative treatment upon the sale, exchange,
or redemption of Notes.
In general, a noncorporate U.S. Holder must provide its correct U.S.
taxpayer identification number and certify that such U.S. Holder is not subject
to backup withholding on Internal Revenue Service Form W-9 in order to prevent
backup withholding at a rate of 31% on the cash proceeds of a sale, exchange or
redemption of a Note.
QUESTIONS AND REQUESTS
All requests for additional copies of this Notice of Redemption should
be directed to The Bank of New York by telephoning Paul Schmalzel at (212)
815-5919 or by
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contacting The Bank of New York at either of the addresses specified above. All
questions regarding this Notice of Redemption should be directed to Goldman
Sachs by telephoning Marina Poulakidas at (212) 855-9667.
GS FINANCIAL PRODUCTS U.S., L.P., acting
by its corporate general partner, GS
Financial Products US Co.
By: /s/ Brian J. Lee
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Name: Brian J. Lee
Title: Treasurer
Dated: August 30, 1999
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