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, 1998
Commission File Number: 33-96378
Structured Asset SECURITIES CORPORATION II issuer in respect of
Commercial Mortgage Pass-Through Certificates
LB Commercial Mortgage Trust Series 1998-C1
(Exact Name of registrant as specified in its charter)
Delaware 74-2440858
(State or Other Juris- (I.R.S. Employer
diction of Incorporation) Identification No.)
200 Vesey Street, New York, New York, 10285
(Address of Principal Executive Office)
212-526-7000
(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, 1998.
Not applicable.
Number of shares of common stock outstanding as of December 31, 1998.
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.......................................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
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 1998-C1 issued, pursuant to a Pooling and Servicing
Agreement, (the "Pooling and Servicing Agreement"), by and
among Structured Asset Securities Corporation as sponsor, GMAC Commercial
Mortgage Corporation, as master Servicer
and special 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 (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 Borrowers 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 12/31/98.
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 12/31/98.
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
Structured Asset Securities Corporation
REGISTRANT
By: /s/ Russell Goldenberg
Name: Russell Goldenberg
Title: Senior Vice President
Dated: March 30, 1999
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
LB Commercial Mortgage Trust
Series 1998-Cl
Annual Statement as to Compliance
For the Period of March 11 through December 31,1998
Pursuant to Section 3.13 of the Pooling and Servicing Agreement governing the
referenced transaction, I hereby attest that:
A review of the activities of,GMAC Commercial Mortgage Corporation as Master
Servicer during the period, and of its performance undei this Pooling and
Servicing Agreement, has been made under my supervision.
To the best of my knowledge, based on such review, GMAC Commercial Mortgage
Corporation as Master Servicer, has fulfilled in all material respects its
obligations under this Pooling and Servicing Agreement throughout the period.
iii. GMAC Commercial Mortgage Corporation, as Master Servicer, has received
no notice regarding qualifications, or challenging the status, of any of
REMIC I, REMIC II, or REMIC III as a REMIC from the Internal Revenue Service
or any other governmental agency or body.
BY:
Diane M. Norberg
Vice President
GMAC Commercial Mortgage Corporation
Date:
LB Commercial Mortgage Trust
Series 1998-Cl
Annual Statement as to Compliance
For Period of March I I through December 31, 1998
Pursuant to section 3.13 of the Pooling and Servicing Agreement, I attest
that:
(i.) A review of the activities of GMAC Commercial Mortgage as Special
Servicer during the period, and of its performance under this Agreement, has
been made under my supervision.
(ii) To the best of my knowledge, based on such review, GMAC Commercial
Mortgage as Special Servicer, has fulfilled in all material respects its
obligations under this Agreement throughout the period. However, during the
period of March 11 through December 31, 1998, GMAC Commercial Mortgage as
Special Servicer did not service any Specially Serviced Mortgaged Loans.
(iii)GMAC Commercial Mortgage as Special Servicer has received no notice
regarding qualifications, or challenging the status, of any of REMIC 1,
REMIC II OR REMIC III as a REMIC from the Internal Revenue Service or any
other governmental agency or body.
BY: Aline Moulia
Vice President, GMAC Commercial Mortgage Corporation
Date:
PRICEWATERHOUSECOOPERS S
Report of Independent Accountants
February 24, 1999
To the Board, of Directors and Shareholder of GMAC Commercial Holding Corp.
PricewaterhouseCoopers LLP 1177 Avenue o(the Arneficas New York NY
10036 Telephone (212) 596 8" facsimile (212) 596 8910
We have examined the accompanying management assertion, dated
February 24, 1999, about GMAC Commercial Holding Corp.'s (the
"Company") compliance with its established minimum servicing
standards C'Servicing Policy") as of and for the year ended
December 31, 1998. Management is responsible for the Company's compliance
with the Servicing Policy. 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 the 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
Policy 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 Policy.
In our opinion, management's assertion that the Company complied
with the aforementioned Servicing Policy as of and for the year
ended December 31, 1998 is fairly stated, in all material respects.
