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: 33-94448
GMAC Commercial Mortgage Securities, Inc.
(Exact Name of registrant as specified in its charter)
Delaware 23-2811925
(State or Other Juris- (I.R.S. Employer
diction of Incorporation) Identification No.)
650 Dresher Road, Horsham, PA 19044
(Address of Principal Executive Office)
215-328-3480
(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
<PAGE>
PART I
ITEM 1. BUSINESS
This Annual Report on Form 10-K relates to the Trust Fund formed, and
the Mortgage Pass-Through Certificates, Series 1997-C1 issued,
pursuant to a Pooling and Servicing Agreement, dated as of
September 1, 1997 (the "Pooling and Servicing Agreement"), by and
among GMAC Commercial Mortgage Securities, Inc., 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 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
GMAC 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
GMAC Commercial Mortgage Securities, Inc.
Series 1997-Cl
Annual Statements as to Compliance
For Period of September 30 to December 31,1997
Pursuant to Section 3.13 of the Pooling and Servicing Agreement, I attest
that:
(i)A review of the activities of GMAC Commercial Mortgage as Master
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 Master Servicer, has fulfilled in all material respects its
obligations under this Agreement throughout the period.
(iii)GMAC Comniercial Mortgage as Master Servicer has received no
notice regarding qualifications, or challenging the status, of the Trust
Fund as a REMIC from the the Internal Revenue Service or any other
governmentalagency or body.
By: /s/ Diane Norberg
Diane M. Norberg
Vice President
GMAC Commercial Mortgage Corporation
Date:March 5, 1998
<PAGE>
GMAC Commercial Mortgage Securities, Inc.
Series 1997-Cl
Annual Statement as to Compliance
For Period of September 30 to December 31, 1997
Pursuant to section 3.13 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 peiformance under this Agreement has been
made under my supervision.
To the best of my knowledge, based on such review, GMAC Commercial
Mortgage as Special Servicer, has fulfilled in all material respects its
obligations under this Agreement throughout the period.
GMAC Commercial Mortgage as Special Servicer has rcceived no notice
regarding qualifications, or challenging the status, of the Trust Fund
as a REMIC from the Internal Revenue Servicc or any other governmental
agency or body.
BY:/s/ Chris Olofson
Chris Olofson
Vice President, GM.A.C Commercial MortMe Corporation
Date: March 2, 1998
Exhibit 99.2
Price Waterhouse LLP
Price Waterhouse
February 20, 1998
1177 Avenue of the Americas
New York, NY 10036
Report of Independent Accountants
To the Board of Directors of
GMAC Commercial Mortgage Corporation
Telephone 212'596 7000 Facsimile 212 596 8910
We have examined management's assertions, dated February 20, 1998,
about GMAC Commercial Mortgage Corporation's (the "Company") compliance
with its established minimum servicing standards (herein "Servicing
Policy") included in the accompanying management assertion as of and
for the year ended December 31, 1997. 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 proceduf
es 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, 1997 is fairly stated, in all material respects.
/s/ Price Waterhouse LLP<PAGE>
Barry Alan Moore
Executive Vice President
GMAC Commercial Mortgage Corporation
650 Dresher Road
P.O. Box 1015
Horsham, PA 19044-8015
Tel. 215-328-3806
Fax 215-328-3478
Report of Management
As of and for the year ended December 31, 1997, GMAC Commercial
Mortgage Corporation has complied in all material respects with the
minimum servicing standards set forth in the Company's minimum servicing
standards (attached), which were derived from the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
Bankers. As of and for this same period, GMAC Commercial Mortgage
Corporation had in effect a General Motors Corporation fidelity bond of
$150 million and a GMAC Commercial Mortgage Corporation errors and
omissions policy in the amount of $30 million.
By:/s/ Barry A. Moore
Barry A. Moore
Executive Vice President
February 20, 1998
GMAC COMMERCIAL MORTGAGE CORPORATION
MINIT4UM SERVICING STANDARDS
1. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all
custodial bank accounts and related bank clearing accounts. These
reconciliations shall:
be mathematically accurate;
be prepared within forty-five (45) calendar days after the cutoff date;
be reviewed and approved by someone other than the person who prepared
the
reconciliation; and
document explanations for reconciling items. These reconciling items
shall be resolved within ninety (90) calendar days of their original
identification.
2.
Funds of the servicing entity shall be advanced as specified in the
servicing agreement in cases where there is an overdraft in an investor's
or a mortgagor's account and an advance is specified in the Investor's
Servicing Agreement.
All cash for each custodial account shall be maintained at a federally
insured depository institution in trust for the applicable investor or in
an investment account in accordance with the applicable servicing agreement
requirements.
4. Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.
11. MORTGAGE PAYMENTS
I Mortgage payments which are properly identified with a GMACCM account
number and agree to the total amount of the scheduled payment due
shall be deposited into the clearing bank accounts and celated
custodial bank accounts within two business days of receipt. Any
mortgage payments which do not meet these parameters will be
researched and deposited into the appropriate bank accounts within
five business days of receipt.
Mortgage payments made in accordance with the mortgagor's loan documents
shall be posted to the applicable mortgagor records within two business
days of receipt.
Mortgage payments shall be allocated to principal, interest, insurance,
taxes
GAAAC Commercial Mortgage Corporation
