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 30, 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.
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Attached as exhibits are certain Computational Materials (as defined
in the no-action letter dated May 20, 1994 issued by the Securities and Exchange
Commission (the "Commission") to Kidder, Peabody Acceptance Corporation I,
Kidder, Peabody & Co. Incorporated and Kidder Structured Asset Corporation, as
modified by a no-action letter issued by the staff of the Commission on May 27,
1994 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 Computational Materials were prepared solely by the Underwriters,
and the Registrant did not prepare or participate in the preparation of the
Computational Materials.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
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(99.1) Computational Materials 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.
(99.2) Computational Materials 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: April 13, 2004
GS MORTGAGE SECURITIES
CORPORATION II
By: /s/ Leo Huang
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Name: Leo Huang
Title: Vice President
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
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(99.1) Computational Materials prepared by (E)
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.
(99.2) Computational Materials prepared by (E)
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.