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) July 21, 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 333-115888 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 Structural Term Sheets 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 Greenwich Capital
Markets, Inc., Goldman, Sachs & Co., Credit Suisse First Boston LLC, Banc of
America Securities, LLC, Wachovia Capital Markets, LLC and Morgan Stanley & Co.
Incorporated (collectively, the "Underwriters") in respect of the Registrant's
proposed offering of the Commercial Mortgage Pass-Through Certificates, Series
2004-GG2 (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 and Collateral Term Sheets by reference in the Registration
Statement.
The Structural Term Sheets and Collateral Term Sheets were
prepared solely by the Underwriters, and the Registrant did not prepare or
participate in the preparation of the Structural Term Sheets and Collateral Term
Sheets.
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) Structural Term Sheets and Collateral Term Sheets
prepared by Greenwich Capital Markets, Inc., Goldman,
Sachs & Co., Credit Suisse First Boston LLC, Banc of
America Securities, LLC, Wachovia Capital Markets, LLC
and Morgan Stanley & Co. Incorporated in connection with
GS Mortgage Securities Corporation II, Commercial
Mortgage Pass-Through Certificates, Series 2004-GG2.
(99.2) Collateral Term Sheets prepared by Greenwich Capital
Markets, Inc., Goldman, Sachs & Co., Credit Suisse First
Boston LLC, Banc of America Securities, LLC, Wachovia
Capital Markets, LLC and Morgan Stanley & Co.
Incorporated in connection with GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 2004-GG2.
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: July 23, 2004
GS MORTGAGE SECURITIES
CORPORATION II
By: /s/ Daniel Sparks
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Name: Daniel Sparks
Title: President and CEO
INDEX TO EXHIBITS
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Paper (P) or
Exhibit No. Description Electronic (E)
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(99.1) Structural Term Sheets and Collateral Term (E)
Sheets prepared by Greenwich Capital
Markets, Inc., Goldman, Sachs & Co.,
Credit Suisse First Boston LLC, Banc of
America Securities, LLC, Wachovia Capital
Markets, LLC and Morgan Stanley & Co.
Incorporated in connection with GS
Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through
Certificates, Series 2004-GG2.
(99.2) Collateral Term Sheets prepared by (E)
Greenwich Capital Markets, Inc., Goldman,
Sachs & Co., Credit Suisse First Boston
LLC, Banc of America Securities, LLC,
Wachovia Capital Markets, LLC and Morgan
Stanley & Co. Incorporated in connection
with GS Mortgage Securities Corporation
II, Commercial Mortgage Pass-Through
Certificates, Series 2004-GG2.