-----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, Gjr8ugvkUQrC36LxDc/gvsXQVC9thYPh6z5b6X7ut/1FlysTQDlWRMKONg8ONm/9 9xOAa/xh/GBBlmviEVZ67A== 0001047469-98-013407.txt : 19980403 0001047469-98-013407.hdr.sgml : 19980403 ACCESSION NUMBER: 0001047469-98-013407 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980401 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN J P COMM MORT FN COR COM MT PS THRU CERT SER 1997-C4 CENTRAL INDEX KEY: 0001059030 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133789046 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-89374-06 FILM NUMBER: 98585850 BUSINESS ADDRESS: STREET 1: C/O STATE STREET BANK & TRUST CO STREET 2: 225 FRANKLIN ST CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6177863000 MAIL ADDRESS: STREET 1: C/O STATE STREET BANK & TRUST CO STREET 2: 225 FRANKLIN ST CITY: BOSTON STATE: MA ZIP: 02110 10-K 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------- FORM 10-K (Mark One) |X| Annual Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 for fiscal year ended December 31, 1997 or |_| Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934 for the transaction period from __________to ___________ Commission File Number: 33-89374 -------- --------------- J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP. IN RESPECT OF COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C4 --------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3789046 - ------------------------------------------ ----------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) c/o State Street Bank and Trust Company Corporate Trust Department 225 Franklin Street Boston, MA 02110 - ------------------------------------------ --------- (Address of Principal Executive Offices) Zip Code (617) 786-3000 -------------------------------------------------- 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 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|_| No|X| 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 the 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 March 27, 1998. Not Applicable. Number of shares of common stock outstanding as of March 27, 1998. Not Applicable. Registrant has not been involved in bankruptcy proceedings during the proceeding five years, and is not reporting as a corporate issuer. The following documents are incorporated by reference into this Form 10-K. None. J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C4 FORM 10-K INDEX
Page ---- PART I. Item 1. Business............................................... 1 Item 2. Properties............................................. 1 Item 3. Legal Proceedings...................................... 1 Item 4. Submission of Matters to a Vote of Security Holders.... 1 PART II. Item 5. Market for Registrant's Common Equity and Related Stockholder Matters................................... 1 Item 6. Selected Financial Data................................. 1 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations................... 1 Item 8. Financial Statements and Supplementary Data............. 2 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure................... 2 PART III. Item 10. Directors and Executive Officers of the Registrant....... 2 Item 11. Executive Compensation................................... 2 Item 12. Security Ownership of Certain Beneficial Owners and Management........................................ 2 Item 13. Certain Relationships and Related Transactions........... 2 PART IV. Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K........................................... 2 Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Securities Exchange Act of 1934 of Registrants Which Have Not Registered Securities Pursuant to Section 12 of such Act...................... 3 SIGNATURES................................................................. 4 INDEX OF EXHIBITS.......................................................... 5
PART I Item 1. Business Not Applicable.(1) Item 2. Properties Not Applicable. Item 3. Legal Proceedings The Registrant knows of no material pending legal proceedings involving either of (i) the pool (the ("Pool") of Mortgage Loans constituting the property of the Trust (the "Trust") created under the Pooling and Servicing Agreement dated as of February 1, 1997 (the "Pooling Agreement") among J.P. Morgan Commercial Mortgage Finance Corp., as depositor (the "Registrant"), Banc One Management and Consulting Corporation, as master servicer, special servicer and primary servicer (the "Master Servicer"), AMRESCO Management, Inc., as primary servicer ("Amresco"), GMAC Commercial Mortgage Corporation, primary servicer (the "Special Servicer") and State Street Bank and Trust Company, as trustee (the "Trustee") pursuant to which the Certificates were issued or (ii) with respect to the Certificates or the Pool, the Registrant, the Master Servicer, Amresco, the Special Servicer, or the Trustee with respect to the Pool other than ordinary routine litigation, if any, incidental to the Trustee's, the Master Servicer's, Amresco's, the Special Servicer's or the Registrant's duties under the Pooling Agreement and not material when taken as a whole. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote or consent of the holders of the Certificates during the period covered by this report. PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters Presently, there is no established trading market for the Certificates known to the Registrant. As of December 31, 1997 there are an aggregate of 14 holders of record of all Classes of the Certificates. Item 6. Selected Financial Data Not Applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Not Applicable. - -------- (1) As used herein, "Not Applicable" means that the response to the referenced item is omitted pursuant to a request filed with the Securities and Exchange Commission (the "Commission") for an exemption for the registrant pursuant to Section 12(h) of the Securities Exchange Act of 1934 or is omitted in reliance on the procedures outlined in numerous no-action letters already issued by the Commission's Staff with respect to substantially similar trusts. - 1 - Item 8. Financial Statements and Supplementary Data Not Applicable. Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure The Registrant knows of no changes or disagreements with accountants on accounting and financial disclosure with respect to the Pool or the Certificates. Item 10. Directors and Executive Officers of the Registrant Not Applicable. Item 11. Executive Compensation Not Applicable. PART III Item 12. Security Ownership of Certain Beneficial Owners and Management Information required by this item with respect to the security ownership of certain owners of the Certificates is annexed hereto as Exhibit 99. Item 13. Certain Relationships and Related Transactions Not Applicable. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a)(1) Financial Statements (i) The Statement of Compliance delivered by GMAC Commercial Mortgage Corporation, as servicer under the servicing agreement for the Trust, is annexed hereto as Exhibit 14(a)(1)(i). (ii) The Annual Servicing Report of an Independent Public Accountant, if required to be delivered pursuant to the Pooling Agreement and related servicing agreement, is not currently available and will be subsequently filed on a Report on Form 8-K. (a)(2) Financial Statement Schedules Not Applicable. (a)(3) Exhibits Not Applicable. - 2 - Unless otherwise indicated, the following exhibits required by Item 601 of Regulation S-K and previously furnished to the Commission as exhibits to a Report on Form 8-K, are incorporated into this Form 10-K by reference: 4. Pooling and Servicing Agreement dated as of February 1, 1997, by and among J.P. Morgan Commercial Mortgage Finance Corp., as depositor, Banc One Management and Consulting Corporation as master servicer and special servicer, AMRESCO Management, Inc., as primary servicer, GMAC Commercial Mortgage Corporation, as primary servicer, and State Street Bank and Trust Company, as trustee and extension advisor. 99* Security Ownership of Certain Owners and Management. (b) It has come to the attention of the undersigned that reports on Form 8-K prepared by the undersigned for filing with the Commission during the last quarter of the period covered by this report and believed to have been so filed may not have been effectively filed on Edgar. The Registrant intends to file all such reports with the Commission as promptly as reasonably practicable. __________________ * Filed herewith - 3 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP., IN RESPECT OF COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1997-C4 (Registrant) Dated: March 30, 1998 By: State Street Bank and Trust Company, solely in its capacity as Trustee of the Trust for the Registrant's Commercial Mortgage Pass-Through Certificates, Series 1997-C4 and not individually By: /S/ William G. Swan --------------------------------- William G. Swan, Vice President - 4 - INDEX OF EXHIBITS 14(a)(1)(i) Statement of Compliance delivered by GMAC Commercial Mortgage Corporation, as servicer. 99 Security Ownership of Certain Registered Owners, as of December 31, 1997 (with original principal balances). - 5 - EX-14.(A)(1)(I) 2 EX-14(A)(1)(I) EXHIBIT 14(a)(1)(i) - -------------------------------------------------------------------------------- GMAC Commercial Mortgage Corporation Diane M. Norbert 100 South Wacker Drive Vice President Suite 400 CMBS Compliance Chicago, IL 60606 Tel. 312-845-8539 Fax 312-845-8617 March 3, 1998 Banc One Management and Consulting Corporation Attn: Chip Thies 1717 Main Street, 12th Floor Dallas, TX 75201 J.P. MORGAN 1997 C4 OFFICER'S CERTIFICATE ANNUAL COMPLIANCE STATEMENT For the Year Ended 12/31/97 Pursuant to the requirements of Section 3.07 of that certain Servicing Agreement governing the referenced Trust, it is hereby certified that (i) the undersigned has completed a review of the activities and performance of GMAC Commercial Mortgage Corporation (GMACCM), as Servicer, related to its obligations under the Servicing Agreement for the past calendar year; and (ii) to the best of the undersigned's knowledge on the basis of that review GMACCM as Servicer has fulfilled all of its obligations under the Servicing Agreement throughout such calendar year in all material aspects. /S/ Diane M. Norberg March 5, 1998 - ---------------------------------------------------------------- Diane M. Norberg Vice President Date cc: State Street Bank and Trust Company ATTN: Karen Beard Corporate Trust Department Two International Place, 5th Floor Boston, MA 02110 Morgan Guaranty Trust Company of New York ATTN: Nancy Alto c/o J.P. Morgan Securities, Inc. as Agent 60 Wall Street New York, NY 10260-0060 EX-99.1 3 EX-99.1 J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C4 EXHIBIT 99 PAGE 1 OF 2 ITEM 12. Security Ownership of Certain Beneficial Owners and Management As of December 31, 1997, the following persons were known to the Registrant to be the registered owners of more than 5% of the aggregate fractional undivided interest evidenced by each Class of the Certificates referenced below:
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL OF CLASS OF HOLDERS OF RECORD OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS -------- -------------------- ------------------------------ ------- Class A1 Cede & Co. $40,000,000 100% 55 Water Street New York, New York 10005 Class A2 Cede & Co. $100,124,000 100% 55 Water Street New York, New York 10005 Class A3 Cede & Co. $138,659,000 100% 55 Water Street New York, New York 10005 Class B Cede & Co. $24,419,000 100% 55 Water Street New York, New York 10005 Class C Cede & Co. $22,384,000 100% 55 Water Street New York, New York 10005 Class D Cede & Co. $20,349,000 100% 55 Water Street New York, New York 10005 Class E Cede & Co. $6,104,000 100% 55 Water Street New York, New York 10005 Class F Cede & Co. $26,454,000 100% 55 Water Street New York, New York 10005 Class G Cede & Co. $16,279,000 100% 55 Water Street New York, New York 10005 Class NR Cede & Co. $12,213,353 100% 55 Water Street New York, New York 10005
PAGE 2 OF 2 Class X Cede & Co. $406,985,353 100% 55 Water Street New York, New York 10005
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