**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,DC 20549**

** **

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**FORM 10-K**

** **
| **(Mark  One)** |   |
|-----------------|--------|

** **
| **ý** | **Annual  Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of  1934** |
|------------|------------------------------------------------------------------------------------------------|

** **

**forfiscal year ended December 31, 2001**

** **

**or**

** **
| **o** | **Transition  Report pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934** |
|-------|--------------------------------------------------------------------------------------------|

 

**for thetransaction period from          to          .**

** **

**CommissionFile Number:  33-97994**

 

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**FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.**

(InRespect of COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1)

(Exact name of registrantas specified in its charter)

 

| **Delaware**                                                    |   | **56-1643598**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |   | (I.R.S. Employer  Identification No.) |
|                                                            |   |                                  |
| **One First Union Center Charlotte,  North Carolina**           |   | **28228-0600**                        |
| (Address of Principal  Executive Offices)                       |   | Zip Code                              |
|                                                            |   |                                  |
| **(704) 374-6828**                                              |
| Registrant’s telephone  number, including area code        |

** **

Securities registered pursuant to Section12(b) of the Act:  None.

 

Securities registered pursuant to Section12(g) of the Act:  None.

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Act of 1934during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 

Yes ý   No o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 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 informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

 

 

Not Applicable.

 

Aggregate market value of voting stock held by non-affiliates of theregistrant as of December 31, 2001.

 

Not Applicable.

 

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Number of shares of common stock outstanding as of December 31, 2001.

 

Not Applicable.

 

Registrant has not beeninvolved in bankruptcy proceedings during the proceeding five years, and is notreporting as a corporate issuer.

 

The following documentsare incorporated by reference into this Form 10-K.

 

None.

 

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FIRST UNIONCOMMERCIAL MORTGAGE SECURITIES, 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                                                                                                                                                                |
|              |                                                                                                                                                                                                                    |
| PART IV.          |                                                                                                                                                                                                                    |
|              |                                                                                                                                                                                                                    |
|              | Item 14. 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

** **

**This Annual Report on Form 10-K is being filed on behalf ofFirst Union Commercial Mortgage Securities, Inc. (the “Registrant”) by StateStreet Bank and Trust Company, solely in its capacity as trustee under thePooling Agreement hereinafter identified and with respect to the Registrant’sCommercial Mortgage Pass-Through Certificates, Series 1997-C1 (the“Certificates”).  The Certificates wereissued under a Pooling and Servicing Agreement dated as of May 1, 1997 (the“Pooling Agreement”) among the Registrant, as depositor, First Union NationalBank of North Carolina, as master servicer (the “Master Servicer”), Criimi MaeServices Limited Partnership (“CMSLP”), as special servicer, (the “SpecialServicer”) and State Street Bank and Trust Company, as trustee (in suchcapacity, the “Trustee”).  On October31, 1998 CMSLP was removed as the Special Servicer under the Pooling Agreementand ORIX Real Estate Capital Markets, LLC (“ORECM”) began servicing as thereplacement Special Servicer under the Pooling Agreement.  The Registrant has been informed that as ofJune 21, 2001, ORECM has been removed as Special Servicer under the PoolingAgreement and that CMSLP has resumed servicing as Special Servicer under thePooling Agreement.  Capitalized termsused herein and not otherwise defined shall have the respective meaningsascribed to such terms in the Pooling Agreement.**

 

Certain of theinformation contained in the Annual Report on Form 10-K has been supplied tothe Trustee by third parties without independent review or investigation by theTrustee and no representation or warranty of any kind is made by the Trusteewith respect to such information.

 

The information calledfor 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 relianceon the procedures outlined in numerous no-action letters issued by theSecurities and Exchange Commission’s Staff with respect to substantiallysimilar trusts or certificates.

 

Item 2.    Properties

 

Information regarding the mortgaged properties securing the MortgageLoans has been set forth in the Prospectus Supplement relating to theCertificates filed with the Commission. The Trust Fund created under the Pooling Agreement has or will acquiretitle to real estate only upon default of the related mortgages under theMortgage Loans.  During the periodcovered by this report, the Trust Fund did not acquire any mortgage property inconnection with the foreclosure of a defaulted Mortgage Loans or otherwise.

 

The Annual Statement asto Compliance of First Union National Bank (formerly, First Union National Bankof North Carolina) as Master Servicer is annexed hereto as Exhibit14(a)(1)(i).  The Annual ServicingReport of KPMG LLP, an independent public accountant, with respect to FirstUnion National Bank as the Master Servicer required to be delivered under thePooling Agreement is annexed hereto as Exhibit 14(a)(1)(ii).

 

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The Annual Statement asto Compliance of CMSLP as the Special Servicer required under the PoolingAgreement is annexed hereto as Exhibit 14(a)(1)(iii).  The Annual Independent Public Accountant’s Servicing Report ofArthur Andersen LLP an independent public accountant, with respect to CMSLP asthe Special Servicer required to be delivered under the Pooling Agreement isannexed hereto as Exhibit 14(a)(1)(iv).

 

Item 3.    LegalProceedings

 

The Registrant knows of no material pending legal proceedings involvingeither of (i) the Mortgage Properties or (ii) to the extent related to theTrust Fund, the Registrant, the Master Servicer, the Special Servicer, or theTrustee, in each case, with respect to the Trust Fund other than ordinaryroutine litigation, if any, incidental to the Trustee’s, the Master Servicer’s,the Special Servicer’s, or the Registrant’s duties under the Pooling Agreementand not material when taken as a whole.

 

Item 4.    Submission of Matters to a Vote ofSecurity Holders

 

No matters were submitted to a vote or consent of the holders of theCertificates during the period covered by this report.

 

**PART II**

** **

Item 5.    Market for the Registrant’s Common Equityand Related Stockholder Matters

 

Presently, there is no established trading market for the Certificatesknown to the Registrant.  As of December31, 2001, there are an aggregate of 136 registered holders of all Classes ofthe Registrant’s Commercial Mortgage Pass-Through Certificates Series, 1997-C1,including direct participants of the Depository Trust Company (“DTC”) butexcluding (for all classes other than the Class F Certificates) Cede & Co.,DTC’s nominee.  The computation of theapproximate number of holders is based in part upon the number of individualparticipants in a security position listings provided by DTC.

 

Information as todistributions to Certificateholders have been provided in the Registrant’smonthly Form 8-K filings with respect to the Certificates.

 

Item 6.    SelectedFinancial Data

 

Omitted.

 

Item 7.    Management’s Discussion and Analysis ofFinancial Condition and Results of Operations

 

Omitted.

 

Item 8.    Financial Statements and SupplementaryData

 

Omitted.

 

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Item 9.             Changes In and Disagreements with Accountantson Accounting and Financial Disclosure

 

**The Registrant knows of no changes or disagreements withaccountants on accounting and financial disclosure with respect to the TrustFund or the Certificates.**

 

Item 10.  Directors and Executive Officers of theRegistrant

 

Omitted.

 

Item 11.  ExecutiveCompensation

 

Omitted.

 

**PART III**

** **

Item 12.  Security Ownership of Certain BeneficialOwners and Management

 

(a)           The Registrant is responding to thisitem by providing information with respect to the security ownership of certainowners of the Certificates, which information is annexed hereto as Exhibit 99.1

 

(b)           Omitted.

 

**(c)           Asof December 31, 2001, the Class K Certificates constitute the “ControllingClass” of Certificates within the meaning and bearing the rights andlimitations set forth in the Pooling Agreement, including without limitationthe right to designate an entity to serve as Special Servicer under the PoolingAgreement and to advise the Special Servicer with respect to certain actionsenumerated in the Pooling Agreement. Reference is hereby made in all respects to the Pooling Agreement for acomplete description of the rights and limitations of the ControllingClass.  The Registrant has been informedthat the records of the Trustee reflect that the registered holder of the ClassK Certificates is LaSalle National Bank as Trustee for Criimi Mae Series1998-C1.**

 

Item 13.  Certain Relationships and RelatedTransactions

 

Not Applicable.

 

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**PART IV**

** **

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

 

(a)(1) **FinancialStatements**

 

(i)  The Statement as to Compliance to bedelivered by First Union National Bank as Master Servicer under the PoolingAgreement is annexed hereto as Exhibit 14(a)(1)(i).

 

(ii)  The Annual Servicing Report of KPMG LLP, anindependent public accountant relating to master servicing by First UnionNational Bank is annexed hereto as Exhibit 14(a)(1)(ii).

 

(iii)  The Annual Statement as to Compliance byCMSLP as Special Servicer required pursuant to the Pooling Agreement is annexedhereto as Exhibit 14(a)(1)(iii).

 

(iv)  The Annual Independent Accountant’sServicing Report of Arthur Andersen LLP, an independent public accountant, withrespect to CMSLP as Special Servicer is annexed hereto as Exhibit 14(a)(1)(iv).

 

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

 

Omitted.

 

(a)(3) **Exhibits**

 

Unless otherwiseindicated, the following exhibits required by Item 601 of Regulation S-K andpreviously furnished to the Commission as exhibits to a Report on Form 8-K, areincorporated into 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 National Bankof North Carolina as Master Servicer, Criimi Mae Services Limited Partnershipas Special Servicer, and State Street Bank and Trust Company, as Trustee.

 

99.1*                    SecurityOwnership of Certain Beneficial Owners.

 

(b)                     Thefollowing Report on Form 8-K was filed with the Commission by or on behalf ofthe Registrant with respect to the Certificates during the period covered bythis report:

 

Report on Form 8-K dated October 26, 2001, reportingitems 5 and 7.

Report on Form 8-K dated November 26, 2001, reportingitems 5 and 7.

Report on Form 8-K datedDecember 26, 2001, reporting items 5 and 7.

 

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*  Filed herewith

 

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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTSFILED PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OFREGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF SUCHACT.

 

The Registrant has notsent an annual report or proxy material to the holders of itsCertificates.  The Registrant will notbe sending an annual report or proxy materials to the holders of itsCertificates subsequent to the filing of this Form 10-K.

 

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**SIGNATURES**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the Registrant has dulycaused this report to be signed on its behalf by the undersigned, thereuntoduly 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 |
|                             |                                                                                                                                      |  |  |  |  |  |

 

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**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).                                                                        |
|          |   |                                                                                                                                                        |

 

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