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) March 13, 2003
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GS Mortgage Securities Corporation II
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(Exact name of registrant as specified in its charter)
New York 333-71033 22-3442024
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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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(Former name or former address, if changed since last report.)
Item 5. Other Events.
Attached as exhibits are certain Structural Term Sheets, (as defined
in the no-action letter issued by the staff of the Securities and Exchange
Commission on February 17, 1995, to the Public Securities Association) furnished
to the Registrant by Goldman, Sachs & Co., Banc of America Securities LLC, Bear,
Stearns & Co. Inc., Morgan Stanley & Co. Incorporated and WaMu Capital Corp.
(collectively, the "Underwriters") in respect of the Registrant's proposed
offering of the Commercial Mortgage Pass-Through Certificates, Series 2003-C1
(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 Structural
Term Sheets by reference in the Registration Statement.
The Structural Term Sheets were prepared solely by the Underwriters,
and the Registrant did not prepare or participate in the preparation of
Structural Term Sheets.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(99.1) Structural Term Sheets prepared by
Goldman, Sachs & Co., Banc of America
Securities LLC, Bear, Stearns & Co.
Inc., Morgan Stanley & Co. Incorporated
and WaMu Capital Corp. in connection
with GS Mortgage Securities Corporation
II, Commercial Mortgage Pass-Through
Certificates, Series 2003-C1.
(99.2) Structural Term Sheets prepared by
Goldman, Sachs & Co., Banc of America
Securities LLC, Bear, Stearns & Co.
Inc., Morgan Stanley & Co. Incorporated
and WaMu Capital Corp. in connection
with GS Mortgage Securities Corporation
II, Commercial Mortgage Pass-Through
Certificates, Series 2003-C1.
(99.3) Structural Term Sheets prepared by
Goldman, Sachs & Co., Banc of America
Securities LLC, Bear, Stearns & Co.
Inc., Morgan Stanley & Co. Incorporated
and WaMu Capital Corp. in connection
with GS Mortgage Securities Corporation
II, Commercial Mortgage Pass-Through
Certificates, Series 2003-C1.
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: March 13, 2003
GS MORTGAGE SECURITIES CORPORATION II
By: /s/ Dan Sparks
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Name: Dan Sparks
Title: Vice President
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
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(99.1) Structural Term Sheets prepared by E
Goldman, Sachs & Co., Banc of
America Securities LLC, Bear,
Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital
Corp. in connection with GS Mortgage
Securities Corporation II,
Commercial Mortgage Pass-Through
Certificates, Series 2003-C1.
(99.2) Structural Term Sheets prepared by E
Goldman, Sachs & Co., Banc of
America Securities LLC, Bear,
Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital
Corp. in connection with GS Mortgage
Securities Corporation II,
Commercial Mortgage Pass-Through
Certificates, Series 2003-C1.
(99.3) Structural Term Sheets prepared by E
Goldman, Sachs & Co., Banc of
America Securities LLC, Bear,
Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital
Corp. in connection with GS Mortgage
Securities Corporation II,
Commercial Mortgage Pass-Through
Certificates, Series 2003-C1.