SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended November 29, 1996
Commission File Number: 33-99774
GS MORTGAGE SECURITIES CORPORATION II
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(Exact name of registrant as specified in its charter)
Delaware 22-3442024
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(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
c/o 85 Broad Street
New York, New York 10004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 902-1000
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Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1)has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No |__|.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Not Applicable
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The aggregate market value of voting stock held by non-affiliates
of the Registrant as of November 29, 1996.
Not Applicable
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PART I
Item 1. Business
On March 22, 1996, GS Mortgage Securities Corporation II
entered into a Pooling and Servicing Agreement, dated as of March
1, 1996, with State Street Bank and Trust Company, as trustee,
and Protective Life Insurance Company, as servicer and special
serciver. Pursuant to the Pooling and Servicing Agreement, a
Trust was created in to which the Seller deposited certain
Mortgage Loans. The trust issued Commercial Mortgage Pass-Through
Certificates, Series 1996-PL consisting of the Class A-1, Class
A-2, Class B, Class C, Class D, Class X-1, Class X-2, Class X-3,
Class E, Class F, Class G, Class R-1 and Class R-11 Certificates.
Only Class A-1 and Class A-2 were publicly offered pursuant to
the Registration Statement.
Item 2. Properties
As a supplement to the information with respect to the
Mortgage Loans and related Mortgaged Properties included in the
Distribution Date Reports attached as Exhibit C, see also:
A. Exhibit A: Report of Independent Accountants with
respect to the activities of the Servicer and Special
Service.
B. Exhibit B: Certifications of the Servicer and the
Special Servicer.
Item 3. Legal Proceedings
There are no material pending legal proceedings involving
the Trust Fund, any Mortgage Pool, any custodian, the Trustee,
Servicer, Special Servicer or GSMSC II (other than ordinary
routine litigation incidental to the Trustee's, any custodian's,
the Servicer's, the Special Servicer's or the Registrant's duties
under the Pooling and Servicing Agreement)
Item 4. Submission of Matters to a Vote of Security Holders
None.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
The Trust is not an issuer of common stock. The Trust
consists of the following Certificates:
Number of Holders
Certificate as of November 29, 1996
Class A-1 23
Class A-2 6
Class B 1
Class C 1
Class D 1
Class E 1
Class F 1
Class G 1
Class X-1 1
Class X-2 1
Class X-3 1
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Not applicable.
Item 8. Financial Statements and Supplementary Data
Not applicable.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
There was no change of accountants or disagreement with
accountants on any matter of accounting principles or practices
or financial disclosure.
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PART III
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11. Executive Compensation
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management
There were no changes in any class or classes of
Certificates which would result in the selection of a new
Operating Advisor. There was no change in the Operating Advisor.
Item 13. Certain Relationships and Related Transactions
There have been no reportable transactions under Item 404
(a)(3) of Regulation S-K.
Items 404 (a), (b), (c), and (d) are not applicable.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements
Exhibit A - Report of Independent Accountants
Exhibit B - Certificates of Servicer and Special Servicer
Exhibit C - Distribution Date Statement to Certificate
Holders
Exhibit D - Mortgage Loan Characteristics Reports
(b) The following Reports on Form 8-K have been filed
during the last quarter of the period covered by this
report:
(1) Distribution Date Reports for the period ended
September 16, 1996.
(2) Distribution Date Reports for the period ended
October 16, 1996.
(3) Distribution Date Reports for the period ended
November 16, 1996.
(c) The following Exhibits filed with the Registration
Statement on Form S-3 are incorporated by reference:
(1) Articles of incorporation and by-laws (2)
Pooling and Servicing Agreement (3) Consents of
experts and counsel (4) Power of attorney
(d) Not applicable.
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SIGNATURES
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 Mortgage Securities Corporation II
(Registrant)
By: State Street Bank and Trust
Company as Trustee for
GS Mortgage Securities Corporation II
Date: April 11, 1997
By: /s/ James H. Byrnes
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Name: James H. Byrnes
Title: Assistant Vice President
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