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, 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-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
Servicerand 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 (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 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
MIDLAND
LOAN SERVICES INC.
March 18,1999
Attn: Corporate Trust Administration
IMPAC Owner Trust 1998-Cl, c/o Wilmington Trust Compan
Rodney Square North
I 100 N. Market Street
Wilmington, DE 19890-0001
Impac Owner Trust, Collateralized Mortgage Bonds
Series 1998-Cl
OFFICER'S CERTIFICATE
Pursuant to the requirements of that certain Servicing
Agreement governing the referenced Trust (the "SA"), it is
hereby certified that (i) the undersigned has completed
a review of the Servicer's performance of its obligations
under the SA for the current calendar year; (ii) to
the best of the undersigned's knowledge on the basis of
that review the Servicer has fulfilled all of its obligations
under the SA throughout such period; (iii) to the best of
the undersigned's knowledge, the sub- servicer, if any,
has fulfilled its obligations under its sub-servicing
agreement in all material respects; and, (iv) no notice
has been received from any governmental agency or body
which would indicate a challenge or question as to the
status of the Trust's qualification as a REMIC under the Code.
Charles J. Sippley
Senior Vice President
Paula J Maelson
Vice President
cc: Please see attached page
210 W 10th Street Kansas City, MO 64105 Phone: 816/435-5000FAX: 816/4355-2326
Officer's Certificate March 18, 1999 Page 2
cc: Attn: Asset Backed Securities Trust Services Group-Impac 98-Cl
LaSalle National Bank
135 S. LaSalle Street
Suite 1625
Chicago, IL 60674-4107
ERNST& YOUNG LLP
One Kansas City Place
Phone: 816-474-5200
1200 Main Street
Kansas City, Missouri 64105-2143
Report of Independent Accoun'tants on Management's
Assertion on Compliance with the Minimum
Servicing Standards Set Forth in the UnOronn Single
Attestation Programfor Mortgage Bankers
The Audit Committee PIVC Bank Corp.
We have examined managernent,s assertion, included in the accOmPanYing report
titledReport of Management on ComPl'ance with the Minimum Sen*ing Standards
Set Forth in the Unifor,-n Single Attestation Program for Mortgage Bankers,
that except for noncompliance with the minimum Servicing standard for
custodial bank accounts, Midland Loan Services, Inc. (NILS), a wholly-owned,
subsidkq of PNC Bank Corp., complied with the minimum servicing standards set
forth in the Mongage Bankers Association of America's Un&r
ember 31, 1998. Management is responsible for MLS' compliance with those
requirements. Our responsibility is to express an opinion on management's
assertions about M~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 Nffis, compliance with those
requirements 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 doesnot provide a legal determination
on MLS1 compliance with specified requirements.
in our Opinion, management's assertion that except
noncompliance with the minimum servicing standard for
custodial account reconciliations, ins Complied with the
aforementioned requirements during the year ended December
31, 1998, is fairlystated in all material respects.
As discussed in management's assertion, the following material noncompliance
occurred at MLS during the year ended December 31, 1998. With regard to
standard L4, reconciling items exist which have not been resolved within 90
calendar days Of their original identification.
January 22, 1999
Ernst &Young LLP is a member of Ernst &Young International, Ltd.
LOAN SERVICES
Report of Management Compliance with the Minimum Servicing
Standards Set Forth in the Untform Single Attestation Program
for Mortgage Bankers We, as members of management of Midland
Loan Services, Inc. (MLS), a wholly owned subsidiary of PNC
Bank Corp. (PNCBC), are responsible for complying with the
minimum servicing standards as set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers (LTSAP) except for commercial loan
and multifamily servicing, minimum servicing standards V .4 and
V1. 1, which the Mortgage Bankers Association of America has interpreted as
inapplicable to such servicing. We are also
responsible for establishing and maintaining eflective internal
control over compliance with these standards. We have performed
an evaluation of MLS' compliance with the minimum servicing
standards as set forth in the, USAP as of December 31, 1998
and for the year then ended. Based on this evaluation, we
assert that during the year ended December 31, 1998, MLS
complied, in all material respects, with the minimum servicing standards set
fbrth in the USAP except as described below,
With regard to standard 1.4, reconciling items exist which
have not been resolved within ninety calendar days of their
original identification.
As of and for this same period, PNCBC had in effect a fidelity
bond in the amount of $300,000,000 and an error and omissions
policy in the amount of $20,000,000,
Leon E. Bergman 01
Executive Vice President
Paula J. Mickelson
Vice President
March 30, 1999
210 W. 10th Street
Kansas City, Mo 64105
