Item 1. Business
On March 22, 1996, GS Mortgage Securities Corporation II entered into a Pooling and Servicing Agreement, dated as of March 1, 1996, with State Street Bank and Trust Company, as trustee, and Protective Life Insurance Company, as servicer and special serciver. Pursuant to the Pooling and Servicing Agreement, a Trust was created in to which the Seller deposited certain Mortgage Loans. The trust issued Commercial Mortgage Pass-Through Certificates, Series 1996-PL consisting of the Class A-1, Class A-2, Class B, Class C, Class D, Class X-1, Class X-2, Class X-3, Class E, Class F, Class G, Class R-1 and Class R-11 Certificates. Only Class A-1 and Class A-2 were publicly offered pursuant to the Registration Statement.
Item 2.
Item 2. Properties
As a supplement to the information with respect to the Mortgage Loans and related Mortgaged Properties included in the Distribution Date Reports attached as Exhibit C, see also:
A. Exhibit A: Report of Independent Accountants with respect to the activities of the Servicer and Special Service.
B. Exhibit B: Certifications of the Servicer and the Special Servicer.
Item 3.
Item 3. Legal Proceedings
There are no material pending legal proceedings involving the Trust Fund, any Mortgage Pool, any custodian, the Trustee, Servicer, Special Servicer or GSMSC II (other than ordinary routine litigation incidental to the Trustee's, any custodian's, the Servicer's, the Special Servicer's or the Registrant's duties under the Pooling and Servicing Agreement)
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Trust is not an issuer of common stock. The Trust consists of the following Certificates:
Number of Holders Certificate as of November 29, 1996
Class A-1 23 Class A-2 6 Class B 1 Class C 1 Class D 1 Class E 1 Class F 1 Class G 1 Class X-1 1 Class X-2 1 Class X-3 1
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data
Not applicable.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
There was no change of accountants or disagreement with accountants on any matter of accounting principles or practices or financial disclosure.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11.
Item 11. Executive Compensation
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
There were no changes in any class or classes of Certificates which would result in the selection of a new Operating Advisor. There was no change in the Operating Advisor.
Item 13.
Item 13. Certain Relationships and Related Transactions
There have been no reportable transactions under Item 404 (a)(3) of Regulation S-K.
Items 404 (a), (b), (c), and (d) are not applicable.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report: (1) Financial Statements Exhibit A - Report of Independent Accountants Exhibit B - Certificates of Servicer and Special Servicer Exhibit C - Distribution Date Statement to Certificate Holders Exhibit D - Mortgage Loan Characteristics Reports
(b) The following Reports on Form 8-K have been filed during the last quarter of the period covered by this report: (1) Distribution Date Reports for the period ended September 16, 1996. (2) Distribution Date Reports for the period ended October 16, 1996. (3) Distribution Date Reports for the period ended November 16, 1996.
(c) The following Exhibits filed with the Registration Statement on Form S-3 are incorporated by reference: (1) Articles of incorporation and by-laws (2) Pooling and Servicing Agreement (3) Consents of experts and counsel (4) Power of attorney
(d) Not applicable.
SIGNATURES
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.
GS Mortgage Securities Corporation II (Registrant)
By: State Street Bank and Trust Company as Trustee for GS Mortgage Securities Corporation II
Date: April 11, 1997
By: /s/ James H. Byrnes ---------------------------------- Name: James H. Byrnes Title: Assistant Vice President