#### **UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549**

####  

 

### **FORM 10-K**

###  

**(Mark One)**
| **ý**                                                                                                                                                                                                                                                                                                                        | ** ** | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934**     |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                              |       |                                                                                                     |
| **For the  fiscal year ended December 31, 2004**                                                                                                                                                                                                                                                                             |
| ** **                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                              |       | **or**                                                                                                   |
|                                                                                                                                                                                                                                                                                                                              |       |                                                                                                     |
| o                                                                                                                                                                                                                                                                                                                                 | ** ** | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  ACT OF 1934** |
| ** **                                                                                                                                                                                                                                                                                                                        | ** ** | ** **                                                                                               |
| **For the transition period from                         to                         ** |

 

**Commission file number 33-97994**

 

**FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC. (InRespect of COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1)**

(Exact name of registrant asspecified in its charter)

 
| **Delaware**                                                     |   | **51643598**                           |
|------------------------------------------------------------------|--------|----------------------------------------|
| (State or  other jurisdiction of  incorporation or organization) |   | (I.R.S.  Employer  Identification No.) |
|                                                             |   |                                   |
| **One  First Union Center Charlotte, North  Carolina**           |   | **282280600**                          |
| (Address of  principal executive offices)                        |   | (Zip Code)                             |

 

Registrant’s telephone number, including areacode  **(704) 374-6828**

 

Securities registered pursuant to Section 12(b) ofthe Act: **None**

 
| **Title of each class** | ** ** | **Name of each exchange on which registered** |
|-------------------------|------------|-----------------------------------------------|
|                    |       |                                          |
|                    |       |                                          |

 

Securities registered pursuant to section 12(g) of the Act: **None**
|              |
|-------------------|
|              |
| (Title of  class) |
|              |
|              |
| (Title of  class) |

 

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.           **ý**Yes       o No

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K (§ 229.405 of this chapter) is not containedherein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K.    o  Not applicable.

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Act). Yes  o No  ý

 

Aggregate market value of voting stock heldby non-affiliates of the registrant as of December 31, 2004.

 

Not Applicable.

 

Number of shares of common stock outstandingas of December 31, 2004.

 

Not Applicable.

 

Registrant has not been involved inbankruptcy proceedings during the proceeding five years, and is not reportingas a corporate issuer.

 

The following documents are incorporated byreference into this Form 10-K.

 

None.

 

 

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FIRST UNION COMMERCIAL MORTGAGESECURITIES, INC.

COMMERCIALMORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1

FORM 10-K

 

INDEX

 
| PART I.      |                                                                                                                                                                                                                                  |
|-------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                                                                                                                                  |   |
|              | Item 1. Business                                                                                                                                                                                                                      |   |
|              | Item 2. Properties                                                                                                                                                                                                                    |   |
|              | Item 3. Legal Proceedings                                                                                                                                                                                                             |   |
|              | Item 4. Submission of Matters to a Vote of Security Holders                                                                                                                                                                           |   |
|              |                                                                                                                                                                                                                                  |   |
| PART II.     |                                                                                                                                                                                                                                  |
|              |                                                                                                                                                                                                                                  |   |
|              | Item 5. Market for Registrant’s Common  Equity and Related Stockholder Matters                                                                                                                                                   |   |
|              | Item 6. Selected Financial Data                                                                                                                                                                                                       |   |
|              | Item 7. Management’s Discussion and  Analysis of Financial Condition and Results of Operations                                                                                                                                   |   |
|              | Item 8. Financial Statements and  Supplementary Data                                                                                                                                                                                  |   |
|              | Item 9. Changes In and Disagreements With  Accountants on Accounting and Financial Disclosure                                                                                                                                         |   |
|              |                                                                                                                                                                                                                                  |   |
| PART III.    |                                                                                                                                                                                                                                  |
|              |                                                                                                                                                                                                                                  |   |
|              | Item 10. Directors and Executive Officers of the Registrant                                                                                                                                                                           |   |
|              | Item 11. Executive Compensation                                                                                                                                                                                                       |   |
|              | Item 12. Security Ownership of Certain Beneficial Owners and  Management                                                                                                                                                              |   |
|              | Item 13. Certain Relationships and Related  Transactions                                                                                                                                                                              |   |
|              | Item 14. Controls and Procedures                                                                                                                                                                                                      |   |
|              |                                                                                                                                                                                                                                  |   |
| PART IV.     |                                                                                                                                                                                                                                  |
|              |                                                                                                                                                                                                                                  |   |
|              | Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K                                                                                                                                                         |   |
|              |                                                                                                                                                                                                                                  |   |
|              | 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 |   |
|              |                                                                                                                                                                                                                                  |   |
| SIGNATURES        |                                                                                                                                                                                                                                  |
|              |                                                                                                                                                                                                                                  |   |
| INDEX OF EXHIBITS |                                                                                                                                                                                                                                  |

 

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**PART I**

** **

Item 1.                                                             Business

 

**ThisAnnual Report on Form 10-K is being filed on behalf of First UnionCommercial Mortgage Securities, Inc. (the “Registrant”) by U.S. BankNational Association (successor in interest to State Street Bank and TrustCompany), solely in its capacity as successor trustee (in such capacity, the “Trustee”)under the Pooling Agreement hereinafter identified and with respect to theRegistrant’s Commercial Mortgage Pass-Through Certificates, Series 1997-C1(the “Certificates”).  The Certificateswere issued under a Pooling and Servicing Agreement dated as of May 1,1997 (the “Pooling Agreement”) among the Registrant, as Depositor, WachoviaBank, National Association (formerly known as First Union National Bank, and priorto that, First Union National Bank of North Carolina), as master servicer (the “MasterServicer”), Criimi Mae Services Limited Partnership (“CMSLP”), as specialservicer, (the “Special Servicer”) and State Street Bank and Trust Company, asthe initial trustee.**

** **

**Capitalizedterms used herein and not otherwise defined shall have the respective meaningsascribed to such terms in the Pooling Agreement.**

** **

Certain of the information contained in the Annual Report on Form 10-Khas been supplied to the Trustee by third parties without independent review orinvestigation by the Trustee and no representation or warranty of any kind ismade by the Trustee with respect to such information.

 

The information called for by this item is omitted as it is notapplicable to the Trust Fund.  As used inthis Annual Report on Form 10-K, “omitted” means that theresponse to the referenced item is omitted in reliance on the proceduresoutlined in the no action letter issued on March 27, 1997 by theSecurities and Exchange Commission’s Staff with respect to First UnionResidential Securitization Transactions, Inc.

 

Item 2.                                                             Properties

 

**Informationregarding the mortgaged properties securing the Mortgage Loans has been setforth in the Prospectus Supplement relating to the Certificates filed with theCommission.  The Trust Fund created underthe Pooling Agreement has or will acquire title to real estate only upondefault of the related mortgages under the Mortgage Loans**

** **

The Annual Statement as to Compliance of Wachovia Bank, NationalAssociation, as Master Servicer is annexed hereto as Exhibit 15(a)(1)(i).  The Annual Servicing Report of KPMG LLP, anindependent public accountant, with respect to Wachovia Bank, NationalAssociation as the Master Servicer required to be delivered under the PoolingAgreement is annexed hereto as Exhibit 15(a)(1)(ii).

 

The certification from Wachovia Bank, National Association, as MasterServicer required pursuant to Section 302 of the Sarbanes-Oxley Act of2002, is annexed hereto as Exhibit 15(a)(1)(iii).

 

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The Annual Statement as to Compliance of CMSLP as the Special Servicerrequired under the Pooling Agreement is annexed hereto as Exhibit 15(a)(1)(iv).  The Annual Independent Public Accountant’sServicing Report of Ernst & Young LLP, an independent publicaccountant, with respect to CMSLP as the Special Servicer required to bedelivered under the Pooling Agreement is annexed hereto as Exhibit 15(a)(1)(v).

 

Item 3.                                                             LegalProceedings

 

**TheRegistrant knows of no material pending legal proceedings involving either of (i) theMortgage Properties or (ii) to the extent related to the Trust Fund, theRegistrant, the Master Servicer, the Special Servicer, or the Trustee, in eachcase, with respect to the Trust Fund other than ordinary routine litigation, ifany, 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 whentaken as a whole.**

** **

Item 4.                                                             Submissionof Matters to a Vote of Security Holders

 

**Nomatters were submitted to a vote or consent of the holders of the Certificatesduring the period covered by this report.**

** **

**PART II**

** **

Item 5.                                                             Marketfor the Registrant’s Common Equity and Related StockholderMatters

 

**Presently,there is no established trading market for the Certificates known to theRegistrant.  As of December 31,2004, there are an aggregate of 79 registered holders of all Classes of theRegistrant’s Commercial Mortgage Pass-Through Certificates Series, 1997-C1,including direct participants of the Depository Trust Company (“DTC”) butexcluding Cede & Co., DTC’s nominee. The computation of the approximate number of holders is based in partupon the number of individual participants in a security position listingsprovided by DTC.**

** **

Information as to distributions to Certificateholders have beenprovided in the Registrant’s monthly Form 8-K filings with respectto the Certificates.

 

Item 6.                                                             SelectedFinancial Data

 

Omitted.

 

Item 7.                                                             Management’sDiscussion and Analysis of Financial Condition and Results ofOperations

 

Omitted.

 

Item 8.                                                             FinancialStatements and Supplementary Data

 

Omitted.

 

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Item 9.                                                             ChangesIn and Disagreements with Accountants on Accounting and FinancialDisclosure

 

**TheRegistrant knows of no changes or disagreements with accountants on accountingand financial disclosure with respect to the Trust Fund or the Certificates.**

** **

**PART III**

** **

Item 10.                                                       Directorsand Executive Officers of the Registrant

 

Omitted.

 

Item 11.                                                       ExecutiveCompensation

 

Omitted.

 

Item 12.                                                       SecurityOwnership of Certain Beneficial Owners and Management

 

(a)                                  TheRegistrant is responding to this item by providing information with respect tothe security ownership of certain owners of the Certificates, which informationis annexed hereto as Exhibit 99.1

 

(b)                                 Omitted.

 

**(c)**                                  As of December 31, 2004, the Class KCertificates constitute the “Controlling Class” of Certificates within themeaning and bearing the rights and limitations set forth in the PoolingAgreement, including without limitation the right to designate an entity toserve as Special Servicer under the Pooling Agreement and to advise the SpecialServicer with respect to certain actions enumerated in the Pooling Agreement.  Reference is hereby made in all respects tothe Pooling Agreement for a complete description of the rights and limitationsof the Controlling Class.  The Registranthas been informed that the records of the Trustee reflect that the registeredholder of the Class K Certificates is LaSalle National Bank as Trustee forCriimi Mae Series 1998-C1.

** **

Item 13.                                                       CertainRelationships and Related Transactions

 

**NotApplicable.**

** **

Item 14.                                                       Controlsand Proceedures

 

Not Applicable(Asset-Backed Issuer).

 

5

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**PART IV**

** **

Item 15.                                                       Exhibits,Financial Statement Schedules and Reports on Form 8-K

 

(a)(1)  **FinancialStatements**

 

(i)  TheStatement as to Compliance to be delivered by Wachovia Bank, NationalAssociation as Master Servicer under the Pooling Agreement is annexed hereto asExhibit 15(a)(1)(i).

 

(ii)  TheAnnual Servicing Report of KPMG LLP, an independent public accountant relatingto master servicing by Wachovia Bank, National Association is annexed hereto asExhibit 15(a)(1)(ii).

 

(iii) The certification from Wachovia Bank, National Association, as Master Servicer,required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, isannexed hereto as Exhibit 15(a)(1)(iii).

 

(iv)  TheAnnual Statement as to Compliance by CMSLP as Special Servicer requiredpursuant to the Pooling Agreement is annexed hereto as Exhibit 15(a)(1)(iv).

 

(v)  TheAnnual Independent Accountant’s Servicing Report of Ernst & Young LLP,an independent public accountant, with respect to CMSLP as Special Servicer isannexed hereto as Exhibit 15(a)(1)(v).

 

(a)(2)  **FinancialStatement Schedules**

 

Omitted.

 

(a)(3)  **Exhibits**

 

Unless otherwise indicated, the followingexhibits required by Item 601 of Regulation S-K and previously furnished to theCommission as exhibits to a Report on Form 8-K, are incorporatedinto this Form 10-K by reference:

 

4.                                       Poolingand Servicing Agreement dated as of May 1, 1997, by and among First UnionCommercial Mortgage Securities, Inc., as depositor, First Union NationalBank of North Carolina as Master Servicer, Criimi Mae Services LimitedPartnership as Special Servicer, and State Street Bank and Trust Company, asTrustee.

 

99.1*                    SecurityOwnership of Certain Beneficial Owners.

 

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(b)                     The followingReports on Form 8-K were filed with the Commission by or on behalfof the Registrant with respect to the Certificates during the last three monthsof the period covered by this report:

 

1. Report of Form 8K dated October 28, 2004 responding to items 5and 7.

 

2. Report on Form 8K dated December 2, 2004 responding to items 5and 7.

 

3. Report on Form 8K dated December 23, 2004 responding to items5 and 7.

 

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*  Filed herewith

 

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TOSECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OF REGISTRANTSWHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF SUCH ACT.

 

The Registrant has not sent an annual report or proxy material to theholders of its Certificates.  TheRegistrant will not be sending an annual report or proxy materials to theholders of its Certificates subsequent to the filing of this Form 10-K.

 

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**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 theundersigned, thereunto duly authorized.

 

 
|                       |   | FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC. (In  Respect of its COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1) |
|----------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------|
|                       |   |                                                                                                                                |   |
| Dated: March 30, 2005 |   |                                                                                                                                | By:   U.S. Bank National Association (successor in interest to 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/ James H. Byrnes |   |

 

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**INDEX OF EXHIBITS**

 

**DESCRIPTION**

 
| 15(a)(1)(i)   |   | Annual Statement as to Compliance by  Wachovia Bank, National Association as Master Servicer.                                                                         |
|---------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |                                                                                                                                                                  |
| 15(a)(1)(ii)  |   | Annual Independent Accountant’s Report of  KPMG LLP, an independent public accountant, with respect to master servicing  by Wachovia Bank, National Association. |
|          |   |                                                                                                                                                                  |
| 15(a)(1)(iii) |   | Certification from Wachovia Bank, National  Association under Section 302 of the Sarbanes-Oxley Act of 2002.                                                     |
|          |   |                                                                                                                                                                  |
| 15(a)(1)(iv)  |   | Annual Statement as to Compliance by CMSLP,  as Special Servicer.                                                                                                     |
|          |   |                                                                                                                                                                  |
| 15(a)(1)(v)   |   | Annual Independent Accountant’s Servicing  Report of Ernst & Young LLP, with respect to special servicing by  CMSLP.                                    |
|          |   |                                                                                                                                                                  |
| 99.1          |   | Security Ownership of Certain Beneficial  Owners (with original principal balances).                                                                                  |

 

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