UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 2001
[ ] 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 333-45884-02
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-3755203
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
292 Long Ridge Road
Stamford, Connecticut 06927
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (203) 357-4000
GE Capital Commercial Mortgage Corporation
Commercial Mortgage Pass-Through Certificates Series 2001-1
(Title of each class of securities covered by this Form)
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. [X]
Documents incorporated by reference: None
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
Commercial Mortgage Pass-Through Certificates Series 2001-1
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PART I
Item 1. Business
Omitted.
Item 2. Properties
Omitted.
Item 3. Legal Proceedings
The Registrant is not aware of any material legal proceeding with respect to,
the Company, the Master Servicer or the Trustee, as related to the Trust.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote or consent of Holders of the Offered
Certificates during the fiscal year covered by this report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Trust does not issue stock. There is currently no established secondary
market for the Certificates.
Item 6. Selected Financial Data
Omitted.
Item 7. Management's Discussion and Analysis of Financial condition and
Results of Operations
Omitted.
Item 8. Financial Statements and Supplementary Data
Omitted.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There was no change of accountants or disagreement with accountants on any
matter of accounting principles or practices or financial disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant
Omitted.
Item 11. Executive Compensation
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Omitted.
Item 13. Certain Relationships and Related Transactions
No reportable transactions have occurred.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Omitted.
(2) Financial Statement Schedules:
Omitted.
(3) Exhibits:
Annual Servicer Statement of Compliance, filed as Exhibit 99.1 hereto.
Annual Statement of Independent Accountants Report for the Servicer,
filed as Exhibit 99.2 hereto.
(b) Reports on Form 8-K: The following Current Reports on Form 8-K were
filed by the Registrant during the last quarter of 2001.
Current Reports on Form 8-K dated October 15, 2001, were filed for the
purpose of filing the Monthly Statement sent to the Holders of the
Offered Certificates for payments made on October 15, 2001,
November 15, 2001 and December 17, 2001. The items reported in such
Current Report were Item 5 (Other Events).
(c) Exhibits to this report are listed in Item (14)(a)(3) above.
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 2001
GE CAPITAL COMMERCIAL MORTGAGE CORPORATION
Commercial Mortgage Pass-Through Certificates Series 2001-1
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SIGNATURE
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 its
behalf by the undersigned thereunto duly authorized.
I, Diane E. Wallace, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form
8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of GE Capital
Commercial Mortgage Corporation.
2. Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;
3. Based on my knowledge, the servicing information required to be provided
to the trustee by the servicer under the pooling and servicing agreement
is included in these reports.
JPMorgan Chase Bank
not in its individual capacity but solely
as Paying Agent under the Agreement
referred to herein
Date: October 11, 2002 By: /s/ Diane E. Wallace
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Diane E. Wallace
Assistant Vice President
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.
The registrant has not sent an annual report or proxy material to its security
holders. The registrant will not be sending an annual report or proxy material
to its security holders subsequent to the filing of this form.
EXHIBIT INDEX
Exhibit Description
99.1 Servicer's Annual Statement of Compliance
99.2 Servicer's Annual Independent Accountant's Report
<page>
EXHIBIT 99.1 - Servicer's Annual Statement of Compliance
GEMSA LOAN SERVICES, LP
1500 City West Boulevard, Suite 200
Houston, TX 77042
(713) 458-7200
(800) 456-1443
March 19, 2002
VIA FEDERAL EXPRESS
LaSalle Bank National Association, as Trustee
135 South LaSalle Street, Suite 1625
Chicago, IL 60603
Attn: Asset-Backed Securities Trust Services - GECCMC 2001-1
The Chase Manhattan Bank, as initial Paying Agent
450 West 33rd Street, 14th floor
New York, NY 10001
Attn: Capital Fiduciary Services (CMBS)
with a copy to:
GE Capital Commercial Mortgage Corporation, as Depositor
292 Long Ridge Road
Stamford, CT 06927
Attn: Kathryn A. Cassidy, President
cc: Kevin L. Korsh, Esq.
Telecopy Number: (203) 357-6768
RE: Annual Statement as to Compliance
GE Capital Commercial Mortgage Corporation
Commercial Mortgage Pass-Through Certificates Series 2001-1
In accordance with Section 3.13 of the Pooling and Servicing Agreement (the
"Agreement") dated as of May 1, 2001, entered into in connection with the
above-referenced Certificates, the undersigned officer of GEMSA Loan Services,
L.P, (the "Servicer") hereby certifies that (i) a review of the activities of
the Servicer for the period from the Closing Date to December 31, 2001 and of
its performance under the Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such review,
the Servicer has maintained an effective internal control system relating to its
servicing of the Mortgage Loans serviced by it and has fulfilled in all material
respects its obligations under the Agreement throughout such period, and (iii)
the Servicer has received no notice regarding qualification, or challenging the
status of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC from the
Internal Revenue Service or any other governmental agency or body.
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/s/ Joseph Beggins, Chief Executive Officer, on behalf of
GEMSA Loan Services, L.P., successor by merger to GE
Capital Loan Services, Inc. in its capacity as Servicer
<page>
GE Capital Loan Services, Inc.
P. O. Box 671568, Houston, TX 77267
363 North Sam Housotn Parkway East, Suite 1200
Houston, TX 77060
(281) 405-7000
March 5, 2002
Arthur Andersen LLP
711 Louisiana Street, Suite 1300
Houston, Texas 77002
For the seven months ended July 31, 2001 (on August 1, 2001, GE Capital
Loan Services Inc. (GECLS) was merged into GEMSA Loan Services, L.P.), GECLS'
servicing of multi-family and commercial mortgage loans has complied in all
material respects with the minimum servicing standards set forth in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers. GECLS's Fidelity Bond policy provides coverage of up to $25,000,000 and
GECLS's Errors and Omissions polocy provides coverage of up to $25,000,000 as of
July 31, 2001. For other errors and omission liabilities GECLS was self-insured
for risks of errors and omissions in the performance of its commercial mortgage
loan servicing business by General Electric Capital Corporation, its indirect
corporate parent as of July 31, 2001.
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/s/ Joseph Beggins
Chief Executive Officer
GEMSA LOAN SERVICES, LP
1500 City West Boulevard, Suite 200
Houston, TX 77042
(713) 458-7200
(800) 456-1443
March 5, 2002
Arthur Andersen LLP
711 Louisiana Street, Suite 1300
Houston, Texas 77002
For the period from August 1, 2001 (the date of formation of the
Partnership) to December 31, 2001, GEMSA Loan Services, L.P.'s (GEMSA) servicing
of multi-family and commercial mortgage loans has complied in all material
respects with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage
Bankers. In addition, GEMSA's Fidelity Bond policy provides coverage of up to
$50,000,000 and GEMSA's Errors and Omissions polocy provides coverage of up to
$47,500,000 as of December 31, 2001.
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/s/ Joseph Beggins
Chief Executive Officer
<page>
EXHIBIT 99.2 - Servicer's Annual Independent Accountant's Report
GEMSA LOAN SERVICES, LP
1500 City West Boulevard, Suite 200
Houston, TX 77042
(713) 458-7200
(800) 456-1443
March 19, 2002
VIA FEDERAL EXPRESS
LaSalle Bank National Association, as Trustee
135 South LaSalle Street, Suite 1625
Chicago, IL 60603
Attn: Asset-Backed Securities Trust Services - GECCMC 2001-1
The Chase Manhattan Bank, as initial Paying Agent
450 West 33rd Street, 14th floor
New York, NY 10001
Attn: Capital Fiduciary Services (CMBS)
Key Corp Real Estate Capital Markets
d/b/a Key Commercial Mortgage, as Special Servicer
911 Main Street, Suite 1500
Kansas City, MO 64105
Attn: E.J. Burke
Fitch Inc., as Rating Agency
One State Street Plaza
New York, NY 10004
Attn: Commercial Mortgage-Backed Securities Group
Moody's Investors Service, Inc. as Rating Agency
99 Church Street
New York, NY 1007
Attn: CMBS-Monitoring
RE: Report by Independent Public Accountants
GE Capital Commercial Mortgage Corporation
Commercial Mortgage Pass-Through Certificates Series 2001-1
In accordance with Section 3.13 of the Pooling and Servicing Agreement (the
"Agreement") dated as of May 1, 2001, entered into in connection with the
above-referenced Certificates, please find Servicer's Annual Accountant's Report
("USAP").
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/s/ Joseph Beggins, Chief Executive Officer, on behalf of
GEMSA Loan Services, L.P., successor by merger to GE
Capital Loan Services, Inc. in its capacity as Servicer
<page>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To: GE Capital Loan Services Inc.:
We have examined management's accompanying assertion about GE Capital Loan
Services, Inc.'s (GECLS) compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (USAP) for the seven months ended July
31, 2001, in relation to its servicing of multifamily and commercial mortgage
loans (excluding GE related-party loans). Management is responsible for GECLS'
compliance with the aforementioned servicing standards. Our responsibility is to
express an opinion on management's assertion about the entity's complaince based
on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about GECLS' compliance with the
aforementioned standards and performing such other procedures as we considered
necessary in the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal
determination on GECLS' compliance with the aforementioned standards.
In our opinion, management's accompanying assertion that GECLS's servicing
of multifamily and commercial mortgage loans complied in all material respects
with the aforementioned minimum servicing standards for the seven months ended
July 31, 2001, is fairly stated, in all material respects.
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/s/ Arthur Andersen LLP
Houston, Texas
March 5, 2002
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To: GEMSA Loan Services Inc.:
We have examined management's accompanying assertion about GEMSA Loan
Services, Inc.'s (GEMSA) compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (USAP) for the period from August 1,
2001 (date of formation of the Partnership) to December 31, 2001, in relation to
its servicing of multifamily and commercial mortgage loans. Management is
responsible for GEMSA's compliance with the aforementioned servicing standards.
Our responsibility is to express an opinion on management's assertion about the
entity's complaince based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about GEMSA's compliance with the
aforementioned standards and performing such other procedures as we considered
necessary in the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal
determination on GEMSA' compliance with the aforementioned standards.
In our opinion, management's accompanying assertion that GEMSA's servicing
of multifamily and commercial mortgage loans complied in all material respects
with the aforementioned minimum servicing standards for the period from August
1, 2001 (date of formation of the Partnership) to December 31, 2001, is fairly
stated, in all material respects.
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/s/ Arthur Andersen LLP
Houston, Texas
March 5, 2002