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) May 31, 2005 ------------------------- GS Mortgage Securities Corporation II (the "Registrant") (as depositor for the Commercial Mortgage Pass-Through Certificates, Series 2005-GG4) -------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 333-115888 22-3442024 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) 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 ------------------------ Not applicable ----------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. 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 Commission on February 17, 1995, to the Public Securities Association (the "PSA")) furnished to the Registrant by Goldman, Sachs & Co., Greenwich Capital Markets, Inc., Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC, Morgan Stanley & Co. Incorporated and Wachovia Capital Markets, LLC (the "Underwriters"), in respect of the Company's proposed offering of certain classes of the Commercial Mortgage Pass-Through Certificates, Series 2005-GG4 (such classes, the "Offered Certificates"). The Offered 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 Offered 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 attached Structural and Collateral Term Sheets by reference in the Registration Statement. Any statement or information contained in the attached Structural and Collateral Term Sheets shall be deemed to be modified or superseded for purposes of the Prospectus and the Registration Statement by statements or information contained in the Prospectus. 2 ITEM 9.01. Financial Statements and Exhibits (c) Exhibits Item 601(a) of Regulation S-K Exhibit No. Description ----------- ----------- (99.1) Structural and Collateral Term Sheets prepared by the Underwriters in connection with certain classes of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2005-GG4. 3 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 1, 2005 GS MORTGAGE SECURITIES CORPORATION II By: /s/ Daniel Sparks ------------------------------------------------------- Name: Daniel Sparks Title: President and CEO INDEX TO EXHIBITS Paper (P) or Exhibit No. Description Electronic (E) ----------- ----------- -------------- 99.1 Structural and Collateral Term Sheets (E) prepared by the Underwriters in connection with certain classes of the GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2005-GG4. 5