8-K 1 file001.txt FORM 8-K 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 ------------------- GS Mortgage Securities Corporation II -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 333-71033 22-3442024 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 85 Broad Street, New York, New York 10004 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 902-1000 ------------------ -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events. ------------ 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. --------------------------------- (c) Exhibits Item 601(a) of Regulation S-K Exhibit No. Description ----------- ----------- (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 ---------- 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 ------------------------------------ Name: Leo Huang Title: Vice President INDEX TO EXHIBITS Paper (P) or Exhibit No. Description Electronic (E) ----------- ----------- -------------- (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.