UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 26, 2003
--------------------------------
GS Mortgage Securities Corporation II
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 333-71033 22-3442024
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
85 Broad Street, New York, New York 10004
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 902-1000
------------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
Item 5. Other Events.
------------
Attached as exhibits to this Current Report are (i) the consent of
CB Richard Ellis, Inc. ("CB Richard Ellis") furnished to the Registrant by CB
Richard Ellis in respect of the Registrant's proposed offering of Commercial
Mortgage Pass-Through Certificates, Series 2003-C1 (the "Certificates"); (ii)
the consents of Alan M. Wilson & Associates ("Alan M. Wilson & Associates")
furnished to the Registrant by Alan M. Wilson & Associates in respect of the
Registrant's proposed offering of the Certificates; (iii) the consent of KTR
Newmark Real Estate Services LLC ("KTR Newmark Real Estate Services") furnished
to the Registrant by KTR Newmark Real Estate Services in respect of the
Registrant's proposed offering of the Certificates; (iv) the consent of Cushman
& Wakefield, Inc. ("Cushman & Wakefield") furnished to the Registrant by Cushman
& Wakefield in respect of the Registrant's proposed offering of the
Certificates; (v) the consent of Joseph J. Blake and Associates, Inc. ("Joseph
J. Blake and Associates") furnished to the Registrant by Joseph J. Blake and
Associates in respect of the Registrant's proposed offering of the Certificates
and (vi) certain property appraisals (the "Property Appraisals") furnished to
the Registrant by CB Richard Ellis, Alan M. Wilson & Associates, KTR Newmark
Real Estate Services, Cushman & Wakefield and Joseph J. Blake and Associates
(the "Appraisers") in respect of the Registrant's proposed offering of the
Certificates.
The Certificates will be offered pursuant to a Prospectus and
related Prospectus Supplement (together, the "Prospectus"), which will be filed
with the Commission pursuant to Rule 424 under the Securities Act of 1933, as
amended (the "Act"). The Certificates will be registered pursuant to the Act
under the Registrant's Registration Statement on Form S-3 (No. 333-71033) (the
"Registration Statement"). The Registrant hereby incorporates the Collateral
Term Sheets by reference in the Registration Statement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------------------------------------------------------------------
(c) Exhibits
Item 601(a) of
Regulation S-K
Exhibit No. Description
----------- -----------
23.1 Consent of CB Richard Ellis, dated February 27, 2003
23.2 Consent of Alan M. Wilson & Associates, dated
February 28, 2003
23.3 Consent of KTR Newmark Real Estate Services, dated
February 27, 2003
23.4 Consent of Cushman & Wakefield, dated February 27, 2003
23.5 Consent of Joseph J. Blake and Associates, dated
February 28, 2003
99.1 Appraisal for 520 Madison Avenue, New York
99.2 Appraisal for One North Wacker, Chicago
99.3 Appraisal for Sunvalley Mall, California
99.4 Appraisal for Bridgewater Commons, New Jersey
99.5 Appraisal for Provo Towne Centre, Utah
99.6 Appraisal for Spokane Valley Mall, Washington
99.7 Appraisal for Miami Center, Florida
99.8 Appraisal for Kierland Commons, Arizona
99.9 Appraisal for The Aventine, California
99.10 Appraisal for 3 Huntington Quadrangle, New York
99.11 Appraisal for Festival at Waldorf, Maryland
SIGNATURES
- ----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 28, 2003
GS MORTGAGE SECURITIES CORPORATION II
By: /s/ Daniel Sparks
----------------------------------
Name: Daniel Sparks
Title: Vice President
Exhibit Index
-------------
Item 601(a) of
Regulation S-K Paper (P) or
Exhibit No. Description Electronic (E)
- ----------- ----------- --------------
23.1 Consent of CB Richard Ellis, dated E
February 27, 2003
23.2 Consent of Alan M. Wilson & Associates, E
dated February 28, 2003
23.3 Consent of KTR Newmark Real Estate Services, E
dated February 27, 2003
23.4 Consent of Cushman & Wakefield, dated E
February 27, 2003
23.5 Consent of Joseph J. Blake and Associates, E
dated February 28, 2003
99.1 Appraisal for 520 Madison Avenue, New York P
99.2 Appraisal for One North Wacker, Chicago P
99.3 Appraisal for Sunvalley Mall, California P
99.4 Appraisal for Bridgewater Commons, New Jersey P
99.5 Appraisal for Provo Towne Centre, Utah P
99.6 Appraisal for Spokane Valley Mall, Washington P
99.7 Appraisal for Miami Center, Florida P
99.8 Appraisal for Kierland Commons, Arizona P
99.9 Appraisal for The Aventine, California P
99.10 Appraisal for 3 Huntington Quadrangle, New York P
99.11 Appraisal for Festival at Waldorf, Maryland P