8-K 1 form8k.htm FORM 8-K 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)

October 29, 2004

          GS Mortgage Securities Corp.          

(Exact Name of Registrant as Specified in its Charter)




   Delaware   

333-117485

    13-6357101    

(State or Other Jurisdiction

Of Incorporation)

(Commission

File Number)

(I.R.S. Employer

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

                                                            None                                                            

(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.

The Registrant registered issuances of Mortgage Pass-Through Certificates, Series 2004-13F on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, by a Registration Statement on Form S-3 (Registration File No. 333-117485) (the “Registration Statement”).  Pursuant to the Registration Statement, the Registrant issued $334,344,902 aggregate principal amount of The Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class 3A-1, Class 3A-2, Class 3A-3, Class 4A-1, Class 4A-2, Class A-X, Class A-P, Class B1, Class B2 and Class B3 Certificates (the “Publicly Offered Certificates”) on October 29, 2004.  This Current Report on Form 8-K is being filed to satisfy an undertaking, contained in the definitive Prospectus dated July 27, 2004, as supplemented by the Prospectus Supplement dated October 27, 2004 and the supplement to the Prospectus Supplement dated October 29, 2004, to file a copy of the Master Servicing and Trust Agreement (as defined below) and other operative agreements executed in connection with the issuance of the Publicly Offered Certificates, a form of which was filed as an exhibit to the Registration Statement.


The Publicly Offered Certificates were issued pursuant to a Master Servicing and Trust Agreement (the “Trust Agreement”), attached hereto as Exhibit 4.5.1, dated as of October 1, 2004, among GS Mortgage Securities Corp., as depositor, Chase Manhattan Mortgage Corporation, as master servicer, JPMorgan Chase Bank, as securities administrator and custodian, and Wachovia Bank, National Association, as Trustee, which incorporates by reference the Standard Terms to Master Servicing and Trust Agreement, October 2004 Edition (the “Standard Terms”), attached hereto as Exhibit 4.5.2.  The “Certificates” consist of the Publicly Offered Certificates and the Class B4, Class B5, Class B6 and Class R Certificates.  The Certificates evidence all of the beneficial ownership interest in a trust fund that consists primarily of a pool of certain conventional, fixed rate, residential mortgage loans with an aggregate outstanding principal balance of approximately $335,183,820 as of October 1, 2004, together with certain other assets.  Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Trust Agreement and the Standard Terms.







Item 9.01.  Financial Statements and Exhibits.


(a)        Not applicable.


(b)        Not applicable.


(c)        Exhibits:


4.5.1    Master Servicing and Trust Agreement, dated as of October 1, 2004, among GS Mortgage Securities Corp., as depositor, Chase Manhattan Mortgage Corporation, as master servicer, JPMorgan Chase Bank, as securities administrator and custodian, and Wachovia Bank, National Association, as Trustee

4.5.2    Standard Terms to Master Servicing and Trust Agreement (October 2004 Edition)

4.6       Form of Publicly Offered Certificate








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                                                        GS MORTGAGE SECURITIES CORP.




                                                                        By:      /s/ Howard Altarescu                           

                                                                              Name: Howard Altarescu

                                                                              Title:   Treasurer




Dated:  October 29, 2004








EXHIBIT INDEX



Exhibit No.

Description

Page No.

   

4.5.1

Master Servicing and Trust Agreement, dated as of October 1, 2004, among GS Mortgage Securities Corp., as depositor, Chase Manhattan Mortgage Corporation, as master servicer, JPMorgan Chase Bank, as securities administrator and custodian, and Wachovia Bank, National Association, as Trustee

 
   

4.5.2

Standard Terms to Master Servicing and Trust Agreement (October 2004 Edition)

 
   

4.6

Form of Publicly Offered Certificate