AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 10, 2000
Registration No. 33-99948
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AND POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-1 REGISTRATION STATEMENT NO. 33-71554
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GS FINANCIAL PRODUCTS U.S., L.P.
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 52-1919759
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
P.O. BOX 896
HARBOUR CENTRE, NORTH CHURCH STREET
GRAND CAYMAN, CAYMAN ISLANDS
(345) 945-1326
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
GAIL S. BERNEY
ANTHONY J. LEITNER
GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK, NEW YORK 10004
(212) 902-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
WITH COPIES TO:
HENRY S. HARFORD ROBERT W. REEDER
MAPLES AND CALDER SULLIVAN & CROMWELL
P.O. BOX 309, UGLAND HOUSE 125 BROAD STREET
SOUTH CHURCH STREET, GEORGE TOWN NEW YORK, NEW YORK 10004
GRAND CAYMAN, CAYMAN ISLANDS
Approximate Date Of Commencement Of Proposed Sale To The Public: Not Applicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act statement number of the earlier effective registration statement for the
same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE>
DEREGISTRATION OF UNSOLD SECURITIES
All debt securities and warrants registered under the Registration
Statement on Form S-3, Registration No. 33-99948 (which also relates to
Registration No. 33-71544 pursuant to Rule 429 under the Securities Act of 1933)
(the "Registration Statement") of GS Financial Products U.S., L.P. (the
"Company") that remain unsold are hereby deregistered.
On November 23, 1999, the Board of Directors of the Company's corporate
general partner determined to terminate the Company's obligation to file reports
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, state of New York, on this 9th day of February, 2000.
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
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Registration Statement has been signed
below by the following persons in the capacities indicated and on the dates
indicated:
SIGNATURE CAPACITY DATE
position with general
partner
/s/ Noel B. Donohoe Director February 9, 2000
- ----------------------------
Noel B. Donohoe
/s/ C. Douglas Fuge Director, President, February 9, 2000
- ---------------------------- Principal Financial
C. Douglas Fuge Officer and Principal
Accounting Officer
/s/ Kenneth A. Miller Director February 9, 2000
- ----------------------------
Kenneth A. Miller
Director
- ----------------------------
Thomas K. Montag
Director
- ----------------------------
Mark A. Zurack
<PAGE>
Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, as amended, the undersigned has signed this Post-Effective Amendment No. 1
to this Registration Statement, solely in the capacity of the duly authorized
representative of GS Financial Products U.S., L.P. in the United States, in the
City of New York, on the 9th day of February, 2000.
By: /s/ Brian J. Lee
---------------------------------
Name: Brian J. Lee
Title: Treasurer
