SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1997 ($250 fee required)
Commission File Number 333-19591
AMRESCO Commercial Mortgage Funding I Corporation
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(Exact Name of registrant as specified in its charter)
Delaware 75-2683929
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(State or Other Juris- (I.R.S. Employer
diction of Incorporation) Identification Number)
700 N. Pearl St. Suite 2400 Dallas, Texas 75201
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(Address of Principal Executive Office)
Registrant's telephone number, including area code: (214) 953-7700
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ______
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Not applicable.
Aggregate market value of voting stock held by non-affiliates of
the Registrant as of December 31, 1997.
Not applicable.
Number of shares of common stock outstanding as of December 31,
1997. Not applicable.
TABLE OF CONTENTS
Part I
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceedings 3
Item 4. Submission of Matters to a Vote of Security Holders 3
Part II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters 4
Item 6. Selected Financial Data 4
Item 7. Management's Discussion and Analysis of Financial
Condition And Results of Operations 4
Item 8. Financial Statements and Supplementary Data 4
Item 9. Changes in and Disagreements with Accountants on
Accounting And Financial Disclosure 4
Part III
Item 10. Directors and Executive Officers of the Registrant 4
Item 11. Executive Compensation 4
Item 12. Security Ownership of Certain Beneficial Owners and
Management 4
Item 13. Certain Relationships and Related Transactions 4
Part IV
Item 14. Exhibits, Financial Statements Schedules and
Reports on Form 8-K 5
Signatures 6
Exhibit Index 7
PART I
ITEM 1. BUSINESS
This Annual Report on Form 10K relates to the Trust
Fund formed, and the Commercial Mortgage Pass-Through
Certificates Series 1997-C1 issued pursuant to a Pooling and
Servicing Agreement, dated as of June 1, 1997 (the "Pooling and
Servicing Agreement"), by and among AMRESCO Commercial Mortgage
Funding I Corporation (the "Company"), as depositor, AMRESCO
Services, a division of AMRESCO Management, Inc. as servicer,
LaSalle National Bank as trustee, and ABN AMRO Bank, N.V., as
fiscal agent. The Certificates have been registered pursuant to
the Act under a Registration Statement on Form S-3 (No. 333-
19591) (the "Registration Statement").
Capitalized terms used herein and not defined have the
same meanings ascribed to such terms in the Pooling and Servicing
Agreement.
This Annual Report is being filed by the Servicer, in
its capacity as such under the Pooling and Servicing Agreement,
on behalf of Registrant. The information reported and contained
herein has been supplied to the Servicer by one or more of the
Borrowers or other third parties without independent review or
investigation by the Servicer. Pursuant to the Pooling and
Servicing Agreement, the Servicer is not responsible for the
accuracy or completeness of such information.
ITEM 2. PROPERTIES
Not applicable.
ITEM 3. LEGAL PROCEEDINGS
Except for claims arising in the ordinary course of
business and which are covered by liability insurance, there are
no material pending legal proceedings involving the Trust Fund,
the Mortgages comprising the Trust Fund or the Trustee or the
Servicer with respect to or affecting their respective duties
under the Pooling and Servicing Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of
Certificateholders during the fiscal year covered by this report.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There was one registered holder of the Certificate
representing an equity interest in the Trust as of December 31,
1997. To the Registrant's knowledge, as of that date, there was
no principal market in which the Certificates representing an
equity interest in the Trust were traded.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
The information required by Items 10, 11, 12 and 13 is
not applicable as the Trust Fund does not have directors or
officers and Certificateholders have no right to vote (except
with respect to required consents to certain amendments to the
Pooling and Servicing Agreement and upon certain events of
default) or control the Trust Fund.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) 1. Servicer's Annual Statement of compliance for the
period ended 12/31/97.
2. Servicer's Independent Accountant's Report on
Servicer's servicing activities.
(b) Current Reports on Form 8-K for the Trust were filed on
9/2/97, 9/25/97, 10/31/97, and 12/2/97.
(c) No consent of auditors with respect to the audit reports
filed herewith are required.
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on behalf of the Registrant by the
undersigned thereunto duly authorized.
AMRESCO MORTGAGE CAPITAL, INC.
AS GENERAL PARTNER OF AMRESCO
SERVICES, L.P., IN ITS CAPACITY AS
SERVICER UNDER THE POOLING AND
SERVICING AGREEMENT
ON BEHALF OF AMRESCO COMMERCIAL
MORTGAGE FUNDING I CORPORATION,
REGISTRANT
By: /s/___________________________
Name: William J. Sweeney, Jr.
Title: Vice President
By: /s/___________________________
Name: John W. Benson
Title: Assistant Secretary and Senior
Legal Counsel
Date: March 16, 1998
EXHIBIT INDEX
Exhibit No. Description
99.1 Servicer's Annual Statement of Compliance.
99.2 Servicer's Independent Accountant's Report on
Servicer's servicing activities.
EXHIBIT 99.1
SERVICER'S ANNUAL STATEMENT OF COMPLIANCE
March 16, 1998
LaSalle National Bank
135 South LaSalle Street
Suite 1740
Chicago, Illinois 60674-4107
Attn: Asset Backed Securities Trust Services Group - AMRESCO,Series 1997-C1
Ladies and Gentlemen:
Reference is made to the Pooling and Servicing Agreement dated as
of June 1, 1997, among AMRESCO Commercial Mortgage Funding I
Corporation, as Depositor, AMRESCO Services, a division of
AMRESCO Management, Inc. ("AMI"), as Master Servicer , Midland
Loan Services, L.P., as Special Servicer, LaSalle National Bank,
as Trustee, and ABN AMRO Bank N.V. as Fiscal Agent entered into
in connection with AMRESCO Commercial Mortgage Funding I
Corporation Mortgage Pass-Through Certificates, Series 1997-C1
(the "PSA"). Effective August 1, 1997, AMI delegated all of its
rights, duties and obligations under the PSA to AMRESCO Services,
L.P. ("ASLP") (herein AMI, in its capacity as Master Servicer
under the PSA with respect to the period from June 1, 1997 to
July 31, 1997, and ASLP are collectively "AMRESCO")..
As Senior Vice President of AMRESCO, I have delegated to
specified officers ("Officers") the responsibility for reviewing
and monitoring the activities of AMRESCO and our performance
under the Agreement.
Accordingly, pursuant to Section 3.14 of the PSA and in
accordance with certifications made to me by each of the
Officers, AMRESCO certifies the following:
(1) A review of the activities of AMRESCO for the period from
June 1, 1997 to December 31, 1997, and of its performance
under the PSA has been made under the supervision of the
Officers, who have in turn been under my supervision;
(2) To the best of my knowledge and the Officers' knowledge,
based on such review, AMRESCO has fulfilled its obligations as
Master Servicer in all material respects under the PSA throughout
the period from June 1, 1997 to December 31, 1997;
(3) To the best of my knowledge and the Officers' knowledge,
based on such review, each related sub-servicer has fulfilled its
obligations under its sub-servicing Agreement in all material
respects; and
(4) To the best of my knowledge and the Officers' knowledge,
AMRESCO has not received any notice regarding qualification, or
challenging the status, of REMIC I, REMIC II or REMIC III as a
REMIC from the IRS or any other governmental agency or body.
LaSalle National Bank
Page 2
Please refer to the enclosed independent accountants' report
dated January 30, 1998, delivered pursuant to Section 3.15 of the
PSA, which discusses the results of their review of our
activities under this Agreement and which is incorporated herein
by reference.
Very truly yours,
/s/
Daniel B. Kirby
Senior Vice President
AMRESCO Management, Inc., in its capacity
as Master Servicer under the PSA with respect
to the period from June 1, 1997 to July 31, 1997,
and AMRESCO Services, L.P.
Enclosures
cc: AMRESCO Commercial Mortgage Funding, L.P.
700 North Pearl Street
Suite 1600
Dallas, Texas 75201-7424
Standard & Poor's Rating Service
26 Broadway
New York, New York 10004
Attn: Commercial Mortgage Surveillance Group
Fitch Investors Service, L.P.
One State Street Plaza
New York, New York 10004
Attn: Commercial Mortgage Surveillance Group
EXHIBIT 99.2
SERVICER'S INDEPENDENT ACCOUNTANT'S
REPORT ON SERVICER'S SERVICING ACTIVITY
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors of AMRESCO Services, L.P.:
We have examined management's assertion about AMRESCO Services,
L.P.'s (the "Company") (a wholly owned subsidiary of AMRESCO,
Inc.) compliance with minimum servicing standards identified in
the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers ("USAP") as of and for
the year ended December 31, 1997, included in the accompanying
management assertion. Management is responsible for the
Company's compliance with these servicing standards. Our
responsibility is to express an opinion on management's assertion
about the Company's compliance based on our examination.
Our examination was made in accordance with standards established
by the American Institute of Certified Public Accountants and
accordingly, included examining, on a test basis, evidence about
the Company's compliance with the servicing standards and
performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not
provide a legal determination on the Company's compliance with
the servicing standards or its servicing agreements.
In our opinion, management's assertion that AMRESCO Services,
L.P. complied with the aforementioned minimum servicing standards
as of and for the year ended December 31, 1997, is fairly stated,
in all material respects.
January 30, 1998
Deloitte & Touche LLP
January 30, 1998
Deloitte & Touche LLP
Texas Commerce Tower
220 Ross Avenue
Suite 1600
Dallas, Texas 75201
Dear Sirs:
As of and for the year ended December 31, 1997, AMRESCO
Services, L. P., a subsidiary of AMRESCO, INC., has complied
in all material respects with the minimum servicing standards
set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers
(USAP).
A list of the securitized and bond-related servicing
contracts covered by this representation is included in
Appendix A.
For the period January 1, 1997 through December 30, 1997,
AMRESCO Services, L. P. had in effect a fidelity bond in the
amount of $10,000,000, errors and omissions liability
coverage in the amount of $5,000,000, and mortgage impairment
protection in the amount of $20,000,000. Beginning December
31, 1997, AMRESCO Services, L. P. increased its coverage,
resulting in a fidelity bond in the amount of $23,000,000,
errors and omissions liability coverage in the amount of
$10,000,000, and mortgage impairment protection in the amount
of $23,000,000.
/s/________________________________ January 30, 1998
Donnie M. Skidmore Date
President
/s/________________________________ January 30, 1998
Daniel B. Kirby Date
Senior Vice President
Appendix A, Page 1
Following is a list of the securitized and bond-related
servicing contracts which are covered by the attached USAP
representation.
Contract Date Reference Name Seller, Depositor or other
Primary Party
Aug. 1, 1991 RTC 1991 M-1 Resolution Trust Corporation
Nov. 1, 1991 RTC 1991 M-5 Resolution Trust Corporation
Mar. 1, 1992 RTC 1992 C-2 Resolution Trust Corporation
Apr. 1, 1992 RTC 1992 C-3 Resolution Trust Corporation
Sept. 1, 1992 RTC 1992 C-6 Resolution Trust Corporation
Nov. 1, 1992 RTC 1992 C-8 Resolution Trust Corporation
Jan. 1, 1993 RTC 1993 C-1 Resolution Trust Corporation
Mar. 15, 1993 Investors Savings 1988-A NationsBank of Virginia, N.A.
Aug. 12, 1993 Ross Park Mall 1993-A Penn Ross Joint Venture
Sept. 10, 1993 Salomon 1993 C-1 Salomon Brothers Mortgage
Securities VII, Inc.
Oct. 26, 1993 Kidder 1993 C1 (Crown) Kidder Peabody Acceptance
Corporation I
Nov. 12, 1993 DLJ 1993 MF17 DLJ Mortgage Acceptance Corp.
Dec. 1, 1993 New England 1993-1 New England Mutual Life
Insurance Co.
Feb. 1, 1994 Forest City 1994-1 Nomura Asset Securities Corporation
Apr. 5, 1994 Freehold Raceway Mall Freemall Finance, Inc.
June 1, 1995 NationsBanc 1995 M2 NationsBanc Mortgage Capital
Corporation
Aug. 1, 1995 SASCO 1995 C-3 Structured Asset Securities
Corporation
Aug. 15, 1995 Lakewood 1994 C-1 Lakewood Mall Finance Company
Sept. 1, 1995 Oregon 1995-1 Oregon Commercial Mortgage,
Inc. 1995-1
Oct. 1, 1995 Nomura 1995 MD IV Asset Securitization Corporation
July 1, 1995 JP Morgan 1995 C-1 J.P.Morgan Commercial Mortgage
Finance Corp.
Jan. 1, 1996 JP Morgan 1996 C-2 J.P. Morgan Commercial Mortgage
Finance Corp.
June 1, 1996 JP Morgan 1996 C-3 J.P. Morgan Commercial Mortgage
Finance Corp.
Apr. 2, 1996 Nomura 1996 MD V Nomura Asset Securities Corporation
May 1, 1996 NationsLink 1996-1 NationsLink Funding Corporation
May 29, 1996 Equitable S/A 174 The Equitable Life Assurance
Society of the U.S.
June 28, 1996 Colonial Realty LP Colonial Realty Limited Partnership
July 1, 1996 Security Capital Atlantic Security Capital Atlantic
Multifamily, Inc.
Aug. 1, 1996 Crystal Mortgage 1996-1 Crystal Run Property, Inc.
Oct. 1, 1996 SASCO 1996 C-1 Structured Asset Securities
Corporation
Oct. 23, 1996 Nomura 1996 D-3 Asset Securitization Corporation
Nov. 25, 1996 Hospitality 1996 C-1 Hospitality Properties Mortgage
Acceptance Corp.
Dec. 17, 1996 Nomura 1996 MD VI Asset Securitization Corporation
Dec. 17, 1996 Potomac Gurnee Finance Potomac Gurnee Finance Corp.
Appendix A, Page 2
Contract Date Reference Name Seller, Depositor or other
Primary Party
Feb. 1, 1997 IDB 1993-A Nomura Securities International,Inc
Feb. 6, 1997 JP Morgan 1997 C-4 J.P. Morgan Commercial Mortgage
Finance Corp.
Mar. 27, 1997 Nomura 1997 D-4 Asset Securitization Corporation
Apr. 30, 1997 Franklin Park Finance Franklin Park Finance, Inc.
Apr. 30, 1997 Willowbrook Finance Willowbrook Finance Corporation
June 30, 1997 MSCI 1997 HF1 Morgan Stanley Capital I, Inc.
June 30, 1997 MSCI 1997 WF1 Morgan Stanley Capital I, Inc.
July 8, 1997 ACMF 1997 C-1 AMRESCO Commercial Mortgage
Funding I Corporation
Aug. 14, 1997 GSM 1997-GL I GS Mortgage Securities Corporation
II
Sep. 29, 1997 SASCO 1997 C-1 Structured Asset Securities
Corporation
Oct. 24, 1997 Nomura 1997 D-5 Asset Securitization Corporation
Nov. 3, 1997 USC Oakbrook 1997-1 USC Oakbrook, Inc.
Nov. 25, 1997 CSFB 1997-PS1 Credit Suisse First Boston
Mortgage Securities Corp.
