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)

March 7, 2005


          GS Mortgage Securities Corp.          

(Exact Name of Registrant as Specified in its Charter)



         Delaware            

333-120274

    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.1


Filed herewith as Exhibit 99.1 is a preliminary Structural and Collateral Term Sheet (as defined in the no-action letter issued by the staff of the Securities and Exchange Commission (the “Commission”) on February 17, 1995, to the Public Securities Association) furnished to GS Mortgage Securities Corp. (the “Company”) by Goldman, Sachs & Co. (the “Underwriter”) in respect of the Company’s proposed offering of certain classes of the GSR Mortgage Loan Trust 2005-3F, Mortgage Pass-Through Certificates, Series 2005-3F (such classes, 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 Company’s Registration Statement on Form S-3 (No. 333-120274).  The Company hereby incorporates the attached preliminary Structural and Collateral Term Sheet by reference in the Registration Statement.


Any statement or information contained in the attached preliminary Structural and Collateral Term Sheet 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.

















1.

Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to them in the Prospectus.
















Item 9.01.  Financial Statements and Exhibits.


(a)

Not applicable.


(b)

Not applicable.


(c)

Exhibits:


99.1

Preliminary Structural and Collateral Term Sheet prepared by Goldman, Sachs & Co. in connection with certain classes of the GSR Mortgage Loan Trust 2005-3F, Mortgage Pass-Through Certificates, Series 2005-3F.









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/ M. Gill                                

      Name: M. Gill

      Title:   Vice President




Dated:  March 8, 2005









EXHIBIT INDEX




Exhibit No.

Description


99.1

Preliminary Structural and Collateral Term Sheet prepared by Goldman, Sachs & Co. in connection with certain classes of the GSR Mortgage Loan Trust 2005-3F, Mortgage Pass-Through Certificates, Series 2005-3F.




 






Exhibit 99.1     Preliminary Structural and Collateral Term Sheet