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):
November 23, 1999
GS FINANCIAL PRODUCTS U.S., L.P.
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(Exact Name of Registrant as Specified in Charter)
CAYMAN ISLANDS NO. 000-25178 NO. 52-1919759
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(State or Other Jurisdic- (Commission (IRS Employer
tion of Incorporation) File Number) Identification
No.)
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 November 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"), determined that the Company should terminate its obligation to file
reports with the U.S. Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934. In furtherance of this determination, the
Company gave notice on November 23, 1999 of its intention to redeem on January
24, 2000 all of its outstanding Nikkei 225 Indexed Notes due December 22, 2000
(the "Nikkei Notes") and its outstanding S&P Enhanced Stock Index Growth Notes
due August 9, 2002 (the "E-Signs"). The Nikkei Notes will be redeemed at a
redemption price of $1,242.46 per $1,000 face amount of the Nikkei Notes. The
E-Signs will be redeemed at a redemption price of $46.00 per $25 principal
amount of the E-Signs. The Notices of Redemption specify in more detail the
terms of the redemptions and are included as exhibits 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 in respect of the
Nikkei Notes.
99.2 Notice of Redemption in respect of the
E-Signs.
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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: November 23, 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.
<PAGE>
INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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99.1 Notice of Redemption in respect of the Nikkei Notes.
99.2 Notice of Redemption in respect of the E-Signs.
Exhibit 99.1
NOTICE OF REDEMPTION
ON JANUARY 24, 2000
GS FINANCIAL PRODUCTS U.S., L.P.
NIKKEI 225 INDEXED NOTES DUE DECEMBER 22, 2000
CUSIP NO. 36227QAB9
To the Holders of the Nikkei 225 Indexed Notes due December 22, 2000 (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 January 24, 2000 (the "Redemption Date") all of the
outstanding Notes, at a redemption price (the "Redemption Price") of $1,242.46
per $1,000 face amount of the Notes, as determined by Goldman, Sachs & Co., as
calculation agent for the Notes, based upon the formula set forth in the Notes
and described in the Company's Pricing Supplement, dated October 23, 1995. As of
the close of business on November 22, 1999, there was $6.5 million face amount
of Notes outstanding.
On the Redemption Date, the Redemption Price will become due and will
be payable on or after the Redemption Date upon presentation and surrender of a
Note for payment to The Bank of New York, at the appropriate address set forth
below. The Notes do not pay interest.
ALTERNATIVES AVAILABLE TO HOLDERS OF NOTES
REDEMPTION. Holders of Notes may surrender their Notes for redemption
on the Redemption Date at the Redemption Price.
SALE. As a second alternative, Holders may sell their Notes. A sale of
the Notes prior to the Redemption Date may result in a smaller payment than if
you tendered your Notes on the Redemption Date.
Because the Notes are in global form, The Depository Trust Company
("DTC"), the book-entry depositary for the Notes, will be responsible for
tendering the Notes for redemption. If you are a beneficial owner of an interest
in the Notes and you want to dispose of your interest prior to the Redemption
Date, you must contact the DTC participant through which you own an interest in
the Notes and instruct them accordingly.
<PAGE>
PROCEDURE FOR REDEMPTION
Notes 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
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.
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
This summary of the principal United States federal income tax
consequences of the sale or redemption of a Note deals only with a Note held as
a capital asset by persons who are not members of special classes of holders,
such as dealers in securities or currencies, traders in securities that elect to
mark to market, banks, tax-exempt organizations, life insurance companies,
persons that hold a Note as a hedge or that are hedged against currency risks or
that hold a Note as part of a straddle or conversion transaction, persons that
are not "United States Holders", as defined below, persons whose functional
currency is not the U.S. dollar or persons that have previously adopted
accounting methods for contingent interest that differ from those described
below. For purposes of this discussion, a "United States Holder" is a beneficial
owner who or that is
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<PAGE>
(i) a citizen 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 if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust.
The United States federal income tax treatment of the sale or
redemption of the Notes is uncertain. In June 1996, the Internal Revenue Service
issued final regulations under the original issue discount provisions of the
Internal Revenue Code dealing with contingent payment debt instruments; however,
the final regulations do not apply to the Notes because the Notes were issued
before the effective date of the final regulations. Although the matter is not
free from doubt, a United States Holder should recognize ordinary income or loss
in an amount equal to the difference between the United States Holder's adjusted
federal income tax basis (determined as discussed below) in the Note and the
total payments made upon redemption.
Although the matter is not free from doubt, on the sale of a Note, a
United States Holder should recognize gain or loss equal to the difference
between the amount received for the Note and the United States Holder's adjusted
federal income tax basis (determined as discussed below) in the Note. In the
absence of authority under existing law as to whether gain on the sale of a Note
will be treated as a capital gain, it would be reasonable to treat any gain
(except to the extent of any accrued market discount) as a capital gain. There
can be no assurance, however, that the Internal Revenue Service will not
successfully challenge this treatment. Losses on the sale of a Note will be
treated as capital losses.
For the purpose of determining gain or loss on the sale or redemption
of a Note, a United States Holder's adjusted basis in such Note will generally
be equal to such United States Holder's initial investment in such Note plus any
amounts included in income (including market discount) with respect to such Note
prior to the sale or redemption of such Note.
Because the tax consequences of the sale or redemption of the Notes are
uncertain, United States Holders should consult their own tax advisors. In
particular, United States Holders who purchased the Notes at a price other than
the initial offering price should consult their own tax advisors concerning the
tax consequences of the sale or redemption of the Notes in their particular
circumstances.
In general, a noncorporate United States Holder must provide its
correct United States taxpayer identification number and certify that such
United States Holder is not subject to backup withholding on Internal Revenue
Service Form W-9 in order to prevent
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<PAGE>
backup withholding at a rate of 31% on the gross proceeds of a sale or
redemption of a Note.
QUESTIONS AND REQUESTS
All questions regarding this Notice of Redemption and all requests for
additional copies of 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
-------------------------------------
Name: Brian J. Lee
Title: Treasurer
Dated: November 23, 1999
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Exhibit 99.2
NOTICE OF REDEMPTION
ON JANUARY 24, 2000
GS FINANCIAL PRODUCTS U.S., L.P.
S&P ENHANCED STOCK INDEX GROWTH NOTES DUE AUGUST 9, 2002
CUSIP NO. 362276107
To the Holders of the S&P Enhanced Stock Index Growth Notes due August 9, 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 January 24, 2000 (the "Redemption Date") all of the
outstanding Notes, at a redemption price (the "Redemption Price") of $46.00 per
$25 principal amount of the Notes, as determined by Goldman, Sachs & Co., as
calculation agent for the Notes, based upon the formula set forth in the Notes
and described in the Company's Pricing Supplement, dated August 5, 1996 (the
"Pricing Supplement"). As of the close of business on November 22, 1999, there
was $36.5 million principal amount of Notes outstanding.
On the Redemption Date, the Redemption Price will become due and will
be payable on or after the Redemption Date upon presentation and surrender of a
Note for payment to The Bank of New York, at the appropriate address set forth
below. The Notes do not pay interest.
ALTERNATIVES AVAILABLE TO HOLDERS OF NOTES
REDEMPTION. Holders of Notes may surrender their Notes for redemption
on the Redemption Date at the Redemption Amount.
SALE. As a second alternative, Holders may sell their Notes. A sale of
the Notes prior to the Redemption Date may result in a smaller payment than if
you tendered your Notes on the Redemption Date.
Because the Notes are in global form, The Depository Trust Company
("DTC"), the book-entry depositary for the Notes, will be responsible for
tendering the Notes for redemption. If you are a beneficial owner of an interest
in the Notes and you want to dispose of your interest prior to the Redemption
Date, you must contact the DTC participant through which you own an interest in
the Notes and instruct them accordingly.
<PAGE>
PROCEDURE FOR REDEMPTION
Notes should be surrendered for payment at:
By Mail or Overnight Courier
----------------------------
THE BANK OF NEW YORK
P.O. BOX 11249
CHURCH STREET STATION
BOND REDEMPTION UNIT
NEW YORK, NY 10286
By Hand
-------
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.
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
This summary of the principal United States federal income tax
consequences of the sale or redemption of a Note deals only with a Note held as
a capital asset by persons who are not members of special classes of holders,
such as dealers in securities or currencies, traders in securities that elect to
mark to market, banks, tax-exempt organizations, life insurance companies,
persons that hold a Note as a hedge or that are hedged against currency risks or
that hold a Note as part of a straddle or conversion transaction, persons that
are not "United States Holders", as defined below, persons whose functional
currency is not the U.S. dollar or persons that have previously adopted
accounting methods for contingent interest that differ from those described
below. For purposes of this discussion, a "United States Holder" is a beneficial
owner who or that is
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<PAGE>
(i) a citizen 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 if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States persons have the authority to control all substantial
decisions of the trust.
The United States federal income tax treatment of the sale or
redemption of the Notes is uncertain. In June 1996, the Internal Revenue Service
issued final regulations under the original issue discount provisions of the
Internal Revenue Code dealing with contingent payment debt instruments; however,
the final regulations do not apply to the Notes because the Notes were issued
before the effective date of the final regulations.
As described more fully in the Pricing Supplement, as supplemented by
the Supplement dated April 5, 1999, because the Standard & Poor's 500 Composite
Stock Price Index has closed at or above the capped redemption amount of
1320.46, United States Holders who use an accrual method of accounting for tax
purposes should have begun to accrue the amount attributable to the capped
redemption amount as ordinary interest income before the redemption or sale of
the Note. United States Holders who use a cash receipts and disbursement method
of accounting may also have begun to accrue this amount. For the purpose of
determining gain or loss on the redemption or sale of a Note, a United States
Holder's adjusted basis in such Note will generally be equal to such United
States Holder's initial investment in such Note plus any amounts included in
income (including market discount and accrued interest) with respect to such
Note prior to the sale or redemption of such Note.
Upon the redemption or sale of a Note, a United States Holder will
recognize gain or loss equal to the difference between the amount received for
the Note and the United States Holder's adjusted federal income tax basis in the
Note. Assuming that a United States Holder has accrued interest on the Notes
under one of the methods described in the Pricing Supplement, any gain on the
redemption or sale of a Note will generally be treated as capital gain, except
to the extent of any accrued market discount or accrued interest. Losses on the
redemption or sale of a Note will generally be treated as capital losses.
United States Holders should consult their own tax advisors concerning
the consequences, in their particular circumstances, of the sale or redemption
of the Notes. In particular, United States Holders should consult their own tax
advisors regarding the accrual of interest on the Notes and how to compute their
adjusted federal income tax basis in the Note. Moreover, United States Holders
who purchased the Notes at a price other than the initial offering price should
consult their own tax advisors concerning the tax consequences of the redemption
or sale of the Notes in their particular circumstances.
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<PAGE>
In general, a noncorporate United States Holder must provide its
correct United States taxpayer identification number and certify that such
United States 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
gross proceeds of a sale or redemption of a Note.
QUESTIONS AND REQUESTS
All questions regarding this Notice of Redemption and all requests for
additional copies of 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
-------------------------------------
Name: Brian J. Lee
Title: Treasurer
Dated: November 23, 1999
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