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
Commission File Number 33-99774-02
GS MORTGAGE SECURITIES CORPORATION II
(Exact Name of registrant as specified in its charter)
Delaware
22-3442024
(State or Other Juris- (I.R.S. Employer
diction of Incorporation) Identification No.)
85 Broad Street, New York, New York 10004
(Address of Principal Executive Office)
Registrant's telephone number, including area code: 212-902
- -1000
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 a
s of December 31, 1997.
Not applicable.
<PAGE>
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.................................................3
Item 6. Selected Financial Data...................................3
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 Statement Schedules And Reports On
Form 8-K................................................4
Signatures........................................................4
Exhibit Index.....................................................4
<PAGE>
PART I
ITEM 1. BUSINESS
This Annual Report on Form 10-K relates to the Trust Fund
formed, and the Commercial Mortgage Pass-Through Certificates, Series
1997-GL I issued, pursuant to a Pooling and Servicing Agreement, dated
as of August 11, 1997 (the "Pooling and Servicing Agreement"), by and
among GS Mortgage Securities Corporation II, as sponsor (the "Company,
GMAC Commercial Mortgage Corporation., as master and special servicer,
LaSalle National Bank, as trustee and REMIC administrator, 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. 333-27083) (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 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
See Exhibits 99.1 and 99.2 hereto for Servicer s Annual Statement of
Compliance and Servicer s Independent Accountant s Report on Servicer s
servicing activities.
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, the Special Servicer 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.
PART II
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 A
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.
3.* Audited Financial Statements for One Hundred Towers, L.L.C.
4.* Audited Combined Financial Statements for Atlantic American
Properties.
(b) Current Reports on Form 8-K for the Trust were filed on August 28,
September 30,
October 30, November 28 and December 22, 1997.
(a)1.* Consent of Price Waterhouse for One Hundred Towers,
L.L.C. audited
financials.
2.* Consent of Arthur Andersen LLP for combined financial statements
of Atlantic American Properties.
* IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THESE
EXHIBITS ARE BEING FILED IN PAPER PURSUANT TO A
CONTINUING HARDSHIP EXEMPTION.<PAGE>
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.
LASALLE NATIONAL BANK, IN
ITS CAPACITY AS TRUSTEE UNDER
THE POOLING AND SERVICING
AGREEMENT ON BEHALF OF GS MORTGAGE
SECURITIES CORPORATION II,
REGISTRANT
By: /s/ Russell Goldenberg
Name: Russell Goldenberg
Title: Senior Vice President
Dataed: April 4, 1998
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.1* Servicer's Annual Statement of Compliance
99.2* Servicer's Independent Accountants' Report on Servicer's servicing
activities
99.3* Audited Financial Statements for One Hundred Towers, L.L.C.
99.4* Audited Combined Financial Statements for Atlantic American
Properties.
99.5* Consent of Price Waterhouse for One Hundred Towers, L.L.C. audited
financials.
99.6* Consent of Arthur Andersen LLP for combined financial statements of
Atlantic American Properties.
* IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THESE
EXHIBITS ARE BEING FILED IN PAPER PURSUANT TO A
CONTINUING HARDSHIP EXEMPTION.
EXHIBIT 99.1
