Item 1. Business
This Annual Report on Form 10-K is being filed on behalf of
First Union Commercial Mortgage Securities, Inc. (the “Registrant”) by State
Street Bank and Trust Company, solely in its capacity as trustee under the
Pooling Agreement hereinafter identified and with respect to the Registrant’s
Commercial Mortgage Pass-Through Certificates, Series 1997-C1 (the
“Certificates”). The Certificates were
issued under a Pooling and Servicing Agreement dated as of May 1, 1997 (the
“Pooling Agreement”) among the Registrant, as depositor, First Union National
Bank of North Carolina, as master servicer (the “Master Servicer”), Criimi Mae
Services Limited Partnership (“CMSLP”), as special servicer, (the “Special
Servicer”) and State Street Bank and Trust Company, as trustee (in such
capacity, the “Trustee”). On October
31, 1998 CMSLP was removed as the Special Servicer under the Pooling Agreement
and ORIX Real Estate Capital Markets, LLC (“ORECM”) began servicing as the
replacement Special Servicer under the Pooling Agreement. The Registrant has been informed that as of
June 21, 2001, ORECM has been removed as Special Servicer under the Pooling
Agreement and that CMSLP has resumed servicing as Special Servicer under the
Pooling Agreement. Capitalized terms
used herein and not otherwise defined shall have the respective meanings
ascribed to such terms in the Pooling Agreement.
Certain of the
information contained in the Annual Report on Form 10-K has been supplied to
the Trustee by third parties without independent review or investigation by the
Trustee and no representation or warranty of any kind is made by the Trustee
with respect to such information.
The information called
for by this item is omitted as it is not applicable to the Trust Fund. As used in this Annual Report on Form 10-K,
“omitted” means that the response to the referenced item is omitted in reliance
on the procedures outlined in numerous no-action letters issued by the
Securities and Exchange Commission’s Staff with respect to substantially
similar trusts or certificates.
Item 2.
Item 2. Properties
Information regarding the mortgaged properties securing the Mortgage
Loans has been set forth in the Prospectus Supplement relating to the
Certificates filed with the Commission.
The Trust Fund created under the Pooling Agreement has or will acquire
title to real estate only upon default of the related mortgages under the
Mortgage Loans. During the period
covered by this report, the Trust Fund did not acquire any mortgage property in
connection with the foreclosure of a defaulted Mortgage Loans or otherwise.
The Annual Statement as
to Compliance of First Union National Bank (formerly, First Union National Bank
of North Carolina) as Master Servicer is annexed hereto as Exhibit
14(a)(1)(i). The Annual Servicing
Report of KPMG LLP, an independent public accountant, with respect to First
Union National Bank as the Master Servicer required to be delivered under the
Pooling Agreement is annexed hereto as Exhibit 14(a)(1)(ii).
The Annual Statement as
to Compliance of CMSLP as the Special Servicer required under the Pooling
Agreement is annexed hereto as Exhibit 14(a)(1)(iii). The Annual Independent Public Accountant’s Servicing Report of
Arthur Andersen LLP an independent public accountant, with respect to CMSLP as
the Special Servicer required to be delivered under the Pooling Agreement is
annexed hereto as Exhibit 14(a)(1)(iv).
Item 3.
Item 3. Legal
Proceedings
The Registrant knows of no material pending legal proceedings involving
either of (i) the Mortgage Properties or (ii) to the extent related to the
Trust Fund, the Registrant, the Master Servicer, the Special Servicer, or the
Trustee, in each case, with respect to the Trust Fund other than ordinary
routine litigation, if any, incidental to the Trustee’s, the Master Servicer’s,
the Special Servicer’s, or the Registrant’s duties under the Pooling Agreement
and not material when taken as a whole.
Item 4.
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.
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, 2001, there are an aggregate of 136 registered holders of all Classes of
the Registrant’s Commercial Mortgage Pass-Through Certificates Series, 1997-C1,
including direct participants of the Depository Trust Company (“DTC”) but
excluding (for all classes other than the Class F Certificates) Cede & Co.,
DTC’s nominee. The computation of the
approximate number of holders is based in part upon the number of individual
participants in a security position listings provided by DTC.
Information as to
distributions to Certificateholders have been provided in the Registrant’s
monthly Form 8-K filings with respect to the Certificates.
Item 6.
Item 6. Selected
Financial Data
Omitted.
Item 7.
Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Omitted.
Item 8.
Item 8. Financial Statements and Supplementary
Data
Omitted.
Item 9.
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 Trust
Fund or the Certificates.
Item 10.
Item 10. Directors and Executive Officers of the
Registrant
Omitted.
Item 11.
Item 11. Executive
Compensation
Omitted.
PART
III
Item 12.
Item 12. Security Ownership of Certain Beneficial
Owners and Management
(a) The Registrant is responding to this
item by providing information with respect to the security ownership of certain
owners of the Certificates, which information is annexed hereto as Exhibit 99.1
(b) Omitted.
(c) As
of December 31, 2001, the Class K Certificates constitute the “Controlling
Class” of Certificates within the meaning and bearing the rights and
limitations set forth in the Pooling Agreement, including without limitation
the right to designate an entity to serve as Special Servicer under the Pooling
Agreement and to advise the Special Servicer with respect to certain actions
enumerated in the Pooling Agreement.
Reference is hereby made in all respects to the Pooling Agreement for a
complete description of the rights and limitations of the Controlling
Class. The Registrant has been informed
that the records of the Trustee reflect that the registered holder of the Class
K Certificates is LaSalle National Bank as Trustee for Criimi Mae Series
1998-C1.
Item 13.
Item 13. Certain Relationships and Related
Transactions
Not Applicable.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial
Statements
(i) The Statement as to Compliance to be
delivered by First Union National Bank as Master Servicer under the Pooling
Agreement is annexed hereto as Exhibit 14(a)(1)(i).
(ii) The Annual Servicing Report of KPMG LLP, an
independent public accountant relating to master servicing by First Union
National Bank is annexed hereto as Exhibit 14(a)(1)(ii).
(iii) The Annual Statement as to Compliance by
CMSLP as Special Servicer required pursuant to the Pooling Agreement is annexed
hereto as Exhibit 14(a)(1)(iii).
(iv) The Annual Independent Accountant’s
Servicing Report of Arthur Andersen LLP, an independent public accountant, with
respect to CMSLP as Special Servicer is annexed hereto as Exhibit 14(a)(1)(iv).
(a)(2) Financial
Statement Schedules
Omitted.
(a)(3) Exhibits
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 May 1, 1997, by and among First Union
Commercial Mortgage Securities, Inc., as depositor, First Union National Bank
of North Carolina as Master Servicer, Criimi Mae Services Limited Partnership
as Special Servicer, and State Street Bank and Trust Company, as Trustee.
99.1* Security
Ownership of Certain Beneficial Owners.
(b) The
following Report on Form 8-K was filed with the Commission by or on behalf of
the Registrant with respect to the Certificates during the period covered by
this report:
Report on Form 8-K dated October 26, 2001, reporting
items 5 and 7.
Report on Form 8-K dated November 26, 2001, reporting
items 5 and 7.
Report on Form 8-K dated
December 26, 2001, reporting items 5 and 7.
* Filed herewith
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.
The Registrant has not
sent an annual report or proxy material to the holders of its
Certificates. The Registrant will not
be sending an annual report or proxy materials to the holders of its
Certificates subsequent to the filing of this Form 10-K.
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.
FIRST UNION
COMMERCIAL MORTGAGE SECURITIES, INC. (In Respect of its COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 1997-C1)
Dated: March 29, 2002
By:
State Street Bank and
Trust Company,solely in its capacity as Trustee of the Trust Fund for the
Registrant’s Commercial Mortgage Pass-Through Certificates, Series 1997-C1
and not individually on behalf of the Registrant
By:
/s/ Diana J. Kenneally
Diana J. Kenneally, Assistant Vice President
INDEX OF EXHIBITS
DESCRIPTION
14(a)(1)(i)
Annual Statement as to
Compliance by First Union National Bank as Master Servicer.
14(a)(1)(ii)
Annual Independent
Accountant’s Report of KPMG LLP, an independent public accountant, with
respect to master servicing by First Union National Bank.
14(a)(1)(iii)
Annual Statement as to
Compliance by CMSLP, as Special Servicer.
14(a)(1)(iv)
Annual Independent
Accountant’s Servicing Report of Arthur Andersen LLP, with respect to special
servicing by CMSLP.
99.1
Security Ownership of
Certain Beneficial Owners (with original principal balances).