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 1997-GL1
(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)
Registrant's telephone number, including area code: 212-902-1000
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 1997-GL I issued, pursuant to a Pooling
and Servicing Agreement, dated as of August 11, 1997 (the
"Pooling and Servicing Agreement"), by and among GS Mortgage
Securities Corporation II, as sponsor (the "Company, GMAC
Commercial Mortgage Corporation., 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 Servicer, in its
capacity as such under the Pooling and Servicing Agreement, on
behalf of Registrant. The information contained herein has been supplied to
the Servicer by one or more of the Borrowers or other
third parties without independent review or investigation by the Servicer.
Pursuant to the Pooling and Servicing Agreement, the
Servicer 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 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, 1998. 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) 1.* Audited Financial Statements for One Hundred Towers,
L.L.C.
2.* Audited Combined Financial Statements for Grande A Properties.
3.* Audited Financials Statements of ComMet 380, Inc.
4.* Audited Financial Statements for Century Plaza Towers.
5.* Audited Financial Statements for Commonwealth Atlantic Properties.
6.* Audited Financial Statements for WMP II Limited
Partnership.
7.* Audited Financial Statements for Monteheidra.
8.* Consent of Price Waterhouse for One Hundred Towers,
L.L.C. audited financials.
9.* Consent of Arthur Andersen LLP for combined financial statements of
Grande A Properties.
10.* Consent of Deloitte & Touche LLP for ComMet 380, Inc. audited financial
statements.
11.* Auditors consent for Century Plaza Towers.
12.* Auditors consent for Commonwealth Atlantic Properties.
13.* Auditors consent for WMP II Limited Partnership.
14.* Auditors consent for Monteheidra.
c) All current Reports on Form 8-K for the Trust have been
filed as of 12/31/98.
* IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THESE
EXHIBITS ARE BEING FILED IN PAPER PURSUANT TO A
CONTINUING HARDSHIP EXEMPTION.
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 behalf of the Registrant 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 II,
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
99.3* Audited Financial Statements for One Hundred Towers,
L.L.C.
99.4* Audited Combined Financial Statements for Grande A
Properties.
99.5* Consent of Price Waterhouse for One Hundred Towers,
L.L.C.
audited financials.
99.6* Consent of Arthur Andersen LLP for combined financial
statements of Grande A Properties.
99.7* Audited Financial Statements of ComMet 380, Inc.
99.8* Consent of Deloitte & Touche LLP for ComMet 380, Inc.
audited financial statements.
99.9* Audited Financial Statements for Century Plaza Towers.
99.10*Audited Financial Statements for Commonwealth Atlantic
Properties.
99.11*Audited Financial Statements for WMP II Limited
Partnership.
99.12*Audited Financial Statements for Monteheidra.
99.13*Auditors consent for Century Plaza Towers.
99.14*Auditors consent for Commonwealth Atlantic Properties.
99.15*Auditors consent for WMP II Limited Partnership.
99.16*Auditors consent for Monteheidra.
* IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THESE
EXHIBITS ARE BEING FILED IN PAPER PURSUANT TO A
CONTINUING HARDSHIP EXEMPTION.
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-GLI
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.
