-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AVo26VIuceGs+m6d4QLofgm6IH1Bxb69xkw+nDjS/AptbQq8Syic3hually1fBI2 Ns1nSoTotYD1Os+YNXouMg== 0001013255-98-000056.txt : 19980406 0001013255-98-000056.hdr.sgml : 19980406 ACCESSION NUMBER: 0001013255-98-000056 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980403 FILED AS OF DATE: 19980403 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GS MORTGAGE SECS CORP II COM MORT PAS THR CERT SRS 1997-GL 1 CENTRAL INDEX KEY: 0001041377 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 223442024 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-99774-02 FILM NUMBER: 98587415 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 10-K 1 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 33-99774-02 GS MORTGAGE SECURITIES CORPORATION II (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, 1997. Not applicable. Number of shares of common stock outstanding a s of December 31, 1997. 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 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. 3.* Audited Financial Statements for One Hundred Towers, L.L.C. 4.* Audited Combined Financial Statements for Atlantic American Properties. (b) Current Reports on Form 8-K for the Trust were filed on August 28, September 30, October 30, November 28 and December 22, 1997. (a)1.* Consent of Price Waterhouse for One Hundred Towers, L.L.C. audited financials. 2.* Consent of Arthur Andersen LLP for combined financial statements of Atlantic American Properties. * 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 Dataed: April 4, 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 99.3* Audited Financial Statements for One Hundred Towers, L.L.C. 99.4* Audited Combined Financial Statements for Atlantic American 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 Atlantic American Properties. * IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THESE EXHIBITS ARE BEING FILED IN PAPER PURSUANT TO A CONTINUING HARDSHIP EXEMPTION. EXHIBIT 99.1 -----END PRIVACY-ENHANCED MESSAGE-----