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 23, 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.)
NYLIB5 787385.2
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 (the "PSA")) 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 Computational
Materials 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 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: August 9, 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) Computational Materials 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.