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, 1997
Commission File Number: 333-7854
First Union Commercial Mortgage Securities, Inc.
(Exact Name of registrant as specified in its charter)
Delaware 56-1643598
(State or Other Juris- (I.R.S. Employer
diction of Incorporation) Identification No.)
One First Union Center, Charlotte, NC 28228-0600
(Address of Principal Executive Office)
704-374-6828
(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 a
s of December 31, 1997.
Not applicable.
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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
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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-C2
issued, pursuant to a Pooling and Servicing Agreement, dated as of
November 1, 1997 (the "Pooling and Servicing Agreement"), by and
among First Union Commercial Mortgage Securities, Inc., as sponsor
(the "Company), First Union National Bank, as master servicer,
CRIIMI MAE Services Limited Partnership, as 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 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
12/31/97.
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
12/31/97.
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 First
Union Commercial Mortgage
Securities, Inc., REGISTRANT
By: /s/ Russell Goldenberg
Name: Russell Goldenberg
Title: Senior Vice President
Dated: April 14, 1998
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
Exhibit 99.1
Capital Markets Group
NC1075
Post Office Box 20068
Charlotte, North Carolina 28202-0068
704 374-7043
OFFICERS CERTIFICATE
Reference is hereby made to that certain Pooling and Servicing
Aggreement dated as of November 1, 1997 by and among First
Union Commercial Mortgage Securities, Inc., as Depositor, First
Union National Bank, as Master Servicer, CRIIMI MAE Limited
Partnership, as Special Servicer, and LASALLE NATIONAL BANK, as
Trustee, with respect to Commercial Mortgage Pass-Through
Certificates, Series 1997-C2 (the "Agreement"). Capitalized
terms used herein not otherwise defined shall have the
meanings assigned 'in the Agreement.
Pursuant to Section 3. 13 of this Agreement, 1, Timothy E.
Steward, Vice President of First Union National Bank, as
Master Servicer, do hereby certify that:
A review of the servicing operations of the Master Servicer during
the period from November 25., 1997 through December 31, 1997
and of performance under the Agreement during such period has been made
under my supervision;
To the best of my knowledge, based on such review, the Master Servicer
has fulfilled all its obligations under the Agreement in all material
respects throughout the period November 25, 1997 through December 31,
1997.
The Master Servicer has received no notice regarding qualification, or
challenging the status, of the Trust Fund as a RFMIC from the Internal
Revenue Service or any other governmental agency or body.
IN WITNESS WHEREOF, the undersigned has executed this Certificate
as of the 14th day of April 1998-
/s/ Timothy E. Steward
Timothy E. Steward
Vice President
First Union National Bank
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NC108i
1800 Two First Union Center
301 South Tryon Street
Charlotte, North Carolina 28288-1081
704 374-6787
MANAGEMENT'S ASSERTION REGARDING
COMPLIANCE WITH MINIMUM SERVICING STANDARDS
As of and for the year ended December 31 1997, First Union Mortgage
Corporation's Commercial Loan Servicing Division. (the Company) has
complied in all material respects with the minimum servicing standards
set forth in the Mortgage Bankers Association of America's (MBA's)
Uniform Single Attestation Program for Mortgage Bankers (USAP), except
for the minimum servicing standards VA and VI. I -, which the MBA has
interpreted as being inapplicable to the servicing of commercial and
multifamily loans- As of and for this same period, the Company had in
effect fidelity bond and errors and omissions policies in the amotaits
of $100 million and $20 million, respectively.
/s/ Timothy S. Ryan
Tomothy S. Ryan
Vice President
First Union Mortgage Corporation
/s/ John M. Church
John M. Church
Senior Vice President
First Union Mortgage Corporation
March 6,1998
Date
March 6, 1998
Date
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Exhibit 99.2
Peat Marwick LLP
Suite 2800
TWo First Union Center
Chadotte, NC 28282-8290
The Board of Directors First Union Mortgage
Corporation:
ID:70438303EP7
Indmendent Accountant's -R-Q2
We have examined management's assertion about First Union Mortgage
Corporation's Commercial Loan Servicing Division's (the Company)
compliance with the minimum servicing standards identified in the
Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers (USAP), except for minimum. servicing
standards V.4. and VI. L, which the MBA has interpreted as being
inapplicable to the servicing of commercial and multifamily loans,
as of and for the year ended December 31, 1997 included in the
accompanying management assertion. Management is responsible for the
Company's compliance with those minimum servic mig standards. Our
responsibility is to express an opinion on management's assertion
about the Company's compliance based on our exammiation-
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 the Company's
compliance with the applicable minimum servicing standards and performing
such other procedures as we considered necessary in ft 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 applicable minimum servicing standards-
In our opinion, management's assertion that the Company has complied in
all material respects with the aforementioned applicable minimirm
servicing standards as of and for the year ended December 31, 1997 is
fairly stated, in all material respects.
/s/ Peat Marwick LLP
March 6, 1999
