SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
/ x / Annual report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1997
/ / Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File No.: 333-25751
CS First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 1997-C2
(Exact name of registrant as specified in its charter)
New York 52-2075080 52-2075083
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
c/o Norwest Bank Minnesota, NA
11000 Broken Land Parkway
Columbia, MD 21044
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (410) 884-2000
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__
This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report
on Form 10-K (the "Original Form 10-K") filed on March 26, 1998, on behalf of CS
First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1997-C2, established pursuant to a Pooling and Servicing
Agreement among CS First Boston Mortgage Securities Corp., as Depositor, First
Union National Bank, as Servicer, Lenora Partners, Inc., as Special Servicer and
Norwest Bank Minnesota, National Association, as Trustee, pursuant to which the
CS First Boston Mortgage Securities Corporation, Commercial Mortgage
Pass-Through Certificates, Series 1997-C2 registered under the Securities Act of
1933 (the "Certificates") were issued.
Item 14 of the Original Form 10-K is amended to read in its entirety as
follows:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
99.1 Annual Independent Accountants' Servicing Reports concerning
servicing activities for the year ended December 31, 1997.
(a) First Union National Bank, as Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 1997.
(a) First Union National Bank, as Servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1997.
(a) First Union National Bank, as Servicer <F1>
99.4 Aggregate Statement of Principal and Interest
Distributions to Certificate Holders.<F2>
(b) No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.
(c) Not applicable.
(d) Omitted.
<F1> Filed herewith.
<F2> Previously filed.
SIGNATURE
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 behalf by the undersigned, thereunto duly authorized:
Southern Pacific Secured Assets Corporation,
Mortgage Loan Asset-Backed Pass-Through Certificates, Series 1997-01 Trust
Signed NORWEST BANK MINNESOTA, NA,
as Trustee
By: /s/Sherri J. Sharps
By: Sherri J. Sharps
Title: Vice President -- Securities Administration Services
Dated: 2/10/2000
EXHIBIT INDEX
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1997.
(a) First Union National Bank, as Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1997.
(a) First Union National Bank, as Servicer <F1>
99.3 Annual Statements of Compliance for the year ended December 31, 1997.
(a) First Union National Bank, as Servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
LOGO KPMG PEAT MARWICK LLP
Suite 2800
Two First Union Center
Charlotte. NC 28282-8290
INDEPENDENT ACCOUNTANT'S REPORT
The Board of Directors
First Union Mortgage Corporation:
We have examined management's assertion about First Union Mortgage Corporation's
(a wholly-owned subsidiary of First Union Corporation) compliance with the
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 3l, 1997 included in the accompanying
management assertion. Management is responsible for First Union Mortgage
Corporation's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about First
Union Mortgage Corporation'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 First Union Mortgage Corporation's
compliance with the minimum 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 First Union Mortgage Corporation's
compliance with the minimum servicing standards.
In our opinion, management's assertion that First Union Mortgage Corporation
complied with the aforementioned minimum servicing standards as of and for the
year ended December 31, 1997 is fairly stated, in all material respects.
/s/ KPMG Peat Marwick LLP
March 13, I998
LOGO MEMEBERS FIRM OF KPMB INTERNATIONAL
MANAGEMENT'S ASSERTION REGARDING
COMPLIANCE WITH MINIMUM SERVICING STANDARDS
As of and for the year ended December 3l, 1997, First Union Mortgage Corporation
has complied in all material respects with the minimum servicing standards set
forth in the Mortgage Bankers Association of America's giniform Single
Attestation Program for Mortgage Bankers. As of and for this same period, First
Union Mortgage Corporation had if effect a fidelity bond and errors and
omissions policies in the amounts ors100 million and $20 million, respectively.
/Karin Patrick, Senior Vice President March 13. 1998
Date
March 13, 1998 Dare
First Union National Bank
Structured Product Servicing
NCO828
301 South College Street, TW-9
Charlotte, North Carolina 28288-0828
704 374-2487
Fax 704 383-0387
Toll Free 800 786-9819
(LOGO)
OFFICER'S CERTIFICATE
Reference is hereby made to that certain Pooling and Servicing Agreement
dated as of December 11, 1997 by and among Credit Suisse First Boston Mortgage
Securities Corp., as Depositor, First Union National Bank as Servicer, Lennar
Partners, Inc., as Special Servicer, and The Norwest Bank Minnesota, National
Association, as Trustee with respect to Commercial Mortgage Pass-Through
Certificates, Series 1997-C2 (the "Agreement"). Capitalized terms used herein
not otherwise defined shall have the meanings assigned in the Agreement.
1. Pursuant to Section 3.13 of this Agreement, I, Timothy E. Steward, Vice
President of First Union National Bank, as Servicer (the" Servicer"), do hereby
certify that:
2. A review of the servicing operations of the Servicer during the period from
December 19, 1997 through December 31, 1997 and of performance under the
Agreement during such period has been made under my supervision;
3. To the best of my knowledge, based on such review, the Servicer has fulfilled
all its obligations under the Agreement in all material respects throughout the
period December 19, 1997 through December 31, 1997.
4. To the best of my knowledge, each related sub-servicer has fulfilled its
obligations under its sub-servicing agreement in all material respects
throughout the period December 19, 1997 through December 31, 1997.
5. The Servicer has received no notice regarding qualification, or challenging
the status, of the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC from the
Internal Revenue Service or any other governmental agency or body.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 25
day of March, 1998.
Timothy E. Steward
Vice President
First Union National Bank
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