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: 333-40939
GS MORTGAGE SECURITIES CORPORATION II issuer in respect of
Commercial Mortgage Pass-Through Certificates Series 1998-C1
(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-C1 issued, pursuant to a Pooling and Servicing Agreement,
dated as of October 26, 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 REMIC Administrator, and ABN AMRO Bank N.V., as
fiscal agent. The Class A-1, Class A-2, Class A-3, 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. 333-40939) (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
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-Cl
Annual Statement as to Compliance
For the Period of October 30 through December 31,1998
Pursuant to the Section 3.14 of the Pooling and Servicing Agreement,
I attest that:
i. A review of the activities of GMAC Commercial Mortgage
ii. Corporation as Master and Special Servicer during the period,
iii. and of its performance under this Agreement, has been made
iv. under my supervision.
I To the best of my knowledge, based on such review, GMAC
Commercial Mortgage Corporation as Master and Special Servicer,
has fulfilled in all material respects its obligations under
this Agreement throughout the period.
iii. That GMAC Commercial Mortgage Corporation as Master and
iv. Special Servicer has maintained an effective internal control
v. system over the servicing of mortgage loans.
iv. GMAC Commercial Mortgage Corporation as Master and Special Servicer has
received no notice regarding qualifications, or
challenging the status, 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:
GS Mortgage Securities Corporation 11
Series 1998-Cl
Annual Statement as to Compliance
For Period of October 30 through December 31, 1998
Pursuant to section 3.14 of the Pooling and Servicing Agreement, I attest that:
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 ftilfilled in all
material respects its obligations under this Agreement throughout
the period.
(iii)That GMAC Commercial Mortgage as Special Servicer has maintained
an effective internal control system over the servicing of mortgage loans.
However, during the period of October 30 through December 31, 1998, GMAC
Commercial Mortgage as Special Servicer did not service
any Specially Serviced Mortgaged Loans.
(iv) GMAC Commercial Mortgage as Special Servicer has received no notice
regarding qualifications, or challenging the status, of the
Trust Fund as a REMIC from the Internal Revenue Service or any
other governmental agency or body.
BY:Aline Moulia
Vice President, GMAC Commercial Mortgage Corporation
PRICEWATERHOUSECOOPER
Report of Independent Accountants
February 24, 1999
To the Board-of Directors and Shareholder of GMAC Commercial
Holding Corp.
PricewaterhouseCoopers LLP 1177 Avenue 0(the Americas New York
NY 10036 Telephone (212) 596 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 CServicing 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.
