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: 33-99774-02
GS MORTGAGE SECURITIES CORPORATION II issuer in respect of
Commercial Mortgage Pass-Through Certificates Series 1998-GL2
(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)
212-902-1000
(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 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-GL2 issued, pursuant to a Pooling and Servicing Agreement,
dated as of May 11, 1998 (the "Pooling and Servicing Agreement"),
by and among GS Mortgage Securities Corporation II 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 Class A-1, Class A-2,
Class X, Class B, Class C, Class D, and Class E 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 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 ofCompliance and Servicer s Independent Accountants
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
3. 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 GS
Mortgage 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
GMAC Commercial Mortgage Corporation 150 South Wacker Drive, 28th Floor
Chicago, IL 60606 Tel. 312-845-8539 Fax 312-845-8617
Diane M. Norberg
Vice President
CMBS Compliance
GS Mortgage Securities Corporation II
Series 1998-GLII
Annual Statement as to Compliance
For the Period of May 11 through December 31,1998
Pursuant to Section 3.14 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 under 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.
GMAC Commercial Mortgage Corporation as Master Servicer has maintained an
effective internal control system over the servicing of mortgage loans.
iv. GMAC Commercial Mortgage Corporation, as Master Servicer, has received
no notice regarding qualifications, or challenging the status, of any portion
of the Trust Fund 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:
PRICEWATERHOUSECOOPR
Report of Independent Accountants
February 24, 1999
To the Board. of Directors and Shareholder of GMAC Commercial Holding Corp.
NcewaterhouseCoo per% LLP 1177 Avenue o( the Americas New York NY 10036
Telephone (212) S96 8000
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 ("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 Servicin
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.
