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: 333-24489
J. P. Morgan Commercial Mortgage Finance Corp.
(Exact Name of registrant as specified in its charter)
Delaware 13-3408716
(State or Other Juris- (I.R.S. Employer
diction of Incorporation) Identification No.)
399 Park Avenue, New York, New York 10043
(Address of Principal Executive Office)
212-559-6899
(Registrant's telephone number, including area code)
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.
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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
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PART I
ITEM 1. BUSINESS
This Annual Report on Form 10-K relates to the Trust Fund formed, and
the Mortgage Pass-Through Certificates, Series 1997-C5 issued, pursuant
to a Pooling and Servicing Agreement, dated as of Septmber 1, 1997
(the "Pooling and Servicing Agreement"), by and among J. P. Morgan
Commercial Mortgage Finance Corp., as sponsor (the "Company), Midland
Loan Services, L.P., 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 Trustee, in its capacity as
such under the Pooling and Servicing Agreement, on behalf of Registrant.
The information contained herein has been supplied to the Trustee by
one or more of the parties or other third parties without independent
review or investigation by the Trustee. Pursuant to the Pooling and
Servicing Agreement, the Trustee 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.
(b) All current Reports on Form 8-K for the Trust have been filed as of
12/31/97.
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 its by the undersigned thereunto duly authorized.
LASALLE NATIONAL BANK, IN
ITS CAPACITY AS TRUSTEE UNDER
THE POOLING AND SERVICING
AGREEMENT ON BEHALF OF J. P. Morgan
Commercial Mortgage Finance Corp.,
REGISTRANT
By: /s/ Russell Goldenberg
Name: Russell Goldenberg
Title: Senior Vice President
Dated: April 14, 1998
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
Exhibit 99.1
MIDLAND
LOAN SERVICES LP
March 6, 1998
President
J.P. Morgan Commercial Mortgage Finance Corp
60 Wall Street
New York, NY 10260-0000
JP Morgan Commercial Mortgage Finance Corp.
Mortgage Pass-Through Certificates
Series 1997-C5
OFFICER'S CERIRFICATE
Pursuant to the requirements of that certain Pooling and Servicing
Agreement governing tl~e referenced Trust (the "PSA"), it is hereby
certified that (i) the undersigned has completed a review of die
Servicer's performance of its obligations under the PSA for the
current calendar ye4ir; (ii) to the best of the undersigned's
knowledge on the basis of that review the Servic has fulfilled all
of its obligations under the PSA throughout such period; (iii) to
the best o e undersigned's knowledge, the sub-servicer, if any, has
fulfilled its obligations under its su -seMcing agreement in all
material respects; and, (iv) no notice has been received from
aly governmental agency or body which would indicaLe a ch4ileage
or question as to the status f the Trust's qualification as a REMIC
under the Code.
By:/s/ Charles J. Sipple
Title:Senior Vice President
Date: 3/12/98
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Exhibit 99.2
Ernst & Young LLP
One Kansas City Place
1200 Main Street
Kansas City
Missouri, 64105-2143
Phone; 816 474 5200
Independent Auditors Report on Management's
Assertion of Compliance with Minimum Servicing
Standards Set Forth in the Uniform Single
Attestation Program for Mortgage Bankers
The Board of Directors and Stockholder of Midland Data Systems, Inc.
The Partners of Midland Loan Services, L.P.
We have examined rn-gnagernent's assertion that Midland Data Systems,
Inc. and Midland Loan Services, L.P. (the Companies) complied with
the minimum servicing standards set forth in the Mortgage Bankers
Association of America's (MBA) Uniform Single Attestation Programjor
Mortgage Bankers, except for commercial loan and multifamily loan
servicing, minimum servicing standards VA and VIL, which the MBA has
interpreted as inapplicable to such servicing during the year ended
December 31, 1997, included in the accompanying report titled Report
of Management. Management is responsible for the Companies' compliance
with those requirements. Our responsibility is to express an opinion on
management's assertion about the Companies' compliance based on our
examination.
Our examination was made in accordance with standards established by
the American 1Wtitute of Cerfified Public Accountants and, accordingly,
included examining, on a test basis, evidence about the Companies'
compliance with those requirements and performing such other procedures
as we considered necessary in the circum tances. We believe that our
examination provides a reasonable basis for our opinion. Our examination
does not provide a legal determination on the Companies' compliance with
specified requirements.
In our opinion, management's assertion that the Companies complied with
the aforementioned requirements during the year ended December 31, 1997
is fairly stated, in all material respects.
January 28, 1998
/s/Ernst & Young
Ernst &Young LLP ia member of Ernst &Young International, Ltd.
