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 26, 2004
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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 and Collateral 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.,
Greenwich Capital Markets, Inc., Banc of America Securities LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC
(collectively, the "Underwriters") in respect of the Registrant's proposed
offering of the Commercial Mortgage Pass-Through Certificates, Series 2004-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 and
Collateral Term Sheets by reference in the Registration Statement.
The Structural and Collateral Term Sheets were prepared solely by
the Underwriters, and the Registrant did not prepare or participate in the
preparation of Structural and Collateral 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 and Collateral Term Sheets
prepared by Goldman, Sachs & Co.,
Greenwich Capital Markets, Inc., Banc of
America Securities LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and
Wachovia Capital Markets, LLC in
connection with GS Mortgage Securities
Corporation II, Commercial Mortgage
Pass-Through Certificates, Series
2004-C1.
SIGNATURES
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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 30, 2004
GS MORTGAGE SECURITIES
CORPORATION II
By: /s/ Leo Huang
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Name: Leo Huang
Title: Vice President
INDEX TO EXHIBITS
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Paper (P) or
Exhibit No. Description Electronic (E)
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(99.1) Structural and Collateral Term Sheets (E)
prepared by Goldman, Sachs & Co.,
Greenwich Capital Markets, Inc., Banc of
America Securities LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and
Wachovia Capital Markets, LLC in
connection with GS Mortgage Securities
Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2004-C1.