UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark one)
/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
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 333-53266-02
First Union Commercial Mortgage Securities, Inc
Commercial Mortgage Pass-Through Certificates
Series 2001-C2
(Exact name of registrant as specified in its charter)
New York 52-2316405
52-2316406
52-7184008
52-2316404
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 884-2000
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 ___
This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual
Report on Form 10-K (the "Original Form 10-K") filed on March 20, 2002 on
behalf of First Union Commercial Mortgage Securities, Inc Commercial Mortgage
Pass-Through Certificates, Series 2001-C2 established pursuant to the Pooling
and Servicing Agreement among First Union Commercial Mortgage Securities,
Inc. as Depositor, First Union National Bank as Master Servicer, Lennar
Partners, Inc. as Special Servicer, Wells Fargo Bank Minnesota, N.A. as
Trustee, pursuant to which First Union Commercial Mortgage Securities, Inc,
Commercial Mortgage Pass-Through Certificates, Series 2001-C2 registered
under the Securities Act of 1933 (the "Certificates") were issued.
Item 14 of the Original Form 10K is amended in its entirety to read as
follows:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
(99.1) Annual Independent Accountants' Servicing Reports concerning
servicing activities for the year ended December 31, 2001.
a) First Union National Bank, as Master Servicer <F1>
b) Lennar Partners, Inc., as Special Servicer <F1>
(99.2) Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 2001.
a) First Union National Bank, as Master Servicer <F1>
b) Lennar Partners, Inc., as Special Servicer <F1>
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 2001.
a) First Union National Bank, as Master Servicer <F1>
b) Lennar Partners, Inc., as Special Servicer <F1>
(99.4) Aggregate Statement of Principal and Interest Distributions to
Certificate Holders. <F2>
(b) On October 18, 2001, November 27, 2001, and December 20, 2001
reports on Form 8-K were filed by the Company in order to provide
the statements for the monthly distributions to holders of the
Certificates. No other reports on Form 8-K have been filed during
the last quarter of the period covered by this report.
(c) Not applicable.
(d) Omitted.
<F1> Filed herewith.
<F2> Previously filed.
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:
First Union Commercial Mortgage Securities, Inc
Commercial Mortgage Pass-Through Certificates
Series 2001-C2
(Registrant)
Signed: Wells Fargo Bank Minnesota, NA, as Trustee
By: William P. Walther, Jr., as Vice President
By: /s/ William P. Walther, Jr.
Dated: December 16, 2002
Sarbanes-Oxley Certification
I, William P. Walther, Jr., 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 First Union
Commercial Mortgage Securities, Inc Commercial Mortgage Pass-Through
Certificates Series 2001-C2.
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 [distribution or servicing] information required
to be provided to the trustee by the servicer under the pooling and
servicing agreement is included in these reports.
Date: December 16, 2002
William P. Walther, Jr.
[Signature]
Vice President
[Title]
Exhibit Index
Exhibit No.
(99.1) Annual Independent Accountants' Servicing Reports concerning
servicing activities for the year ended December 31, 2001.
a) First Union National Bank, as Master Servicer <F1>
b) Lennar Partners, Inc., as Special Servicer <F1>
(99.2) Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 2001.
a) First Union National Bank, as Master Servicer <F1>
b) Lennar Partners, Inc., as Special Servicer <F1>
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 2001.
a) First Union National Bank, as Master Servicer <F1>
b) Lennar Partners, Inc., as Special Servicer <F1>
(99.4) Aggregate Statement of Principal and Interest Distributions
to Certificate Holders. <F2>
<F1> Filed herewith.
<F2> Previously filed.
Ex 99.1 (a)
KPMG (logo)
401 South Tryon Street
Suite 2300
Charlotte, NC 28202-1911
Independent Accountants' Report
The Board of Directors First Union National Bank:
We have examined management's assertion, included in the accompanying
report, that First Union National Bank (the Bank) complied with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
(MBA's) Uniform Single Attestation Program for Mortgage Bankers, except for
minimum servicing standards I.4, II.1., II.2., II.3., II.4., III.2., III.3.,
III.4., V.2., V.3., V.4., and VI.1., which are performed by the Bank's primary
servicers, as of and for the year ended December 31, 2001. Management is
responsible for the Bank's compliance with those minimum servicing standards.
Our responsibility is to express an opinion on management's assertion about the
Bank's compliance based on our examination. We did not examine the respective
primary servicers' compliance with standards I.4., II.1., II.2., II.3, II.4.,
III.2., III.3., III.4., V.2., V.3., V.4., and VI.1. and, accordingly, do not
express an opinion thereon.
Our examination was conducted in accordance with attestation standards
established by the American Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis, evidence about the Bank's
compliance with the applicable minimum servicing standards specified above
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 the
Bank's compliance with the minimum servicing standards.
In our opinion, management's assertion that the Bank has complied with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 2001 is fairly stated, in all material respects.
March 6, 2002
KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is a member of
KPMG International, a Swiss association.
Ex 99.1 (b)
Deloitte & Touche LLP
Certified Public Accountants
Suite 400
200 South Biscayne Boulevard
Miami, Florida 33131-2310
Tel: (305) 372-3100
Fax: (305) 372-3160
www.us.deloitte.com
Deloitte
& Touche (LOGO)
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors of
Lennar Partners, Inc.:
We have examined management's assertion about Lennar Partners, Inc.'s (the
"Company") compliance with the minimum servicing standards identified in the
Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers (USAP) as applicable to the special servicing of commercial
and multifamily mortgage loans as of and for the year ended December 31, 2001
included In the accompanying management assertion. Management is responsible for
the Company's compliance with those minimum-servicing standards. Our
responsibility is to express an opinion on management's assertion about the
entity's compliance 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 the Company's compliance with
the minimum servicing 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 the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 2001 is fairly stated, in all material respects.
February 15, 2002
Deloitte
Touche
Tohmatsu (LOGO)
Ex 99.2 (a)
Wachovia Securities (LOGO)
Charlotte NC 28288
Management Assertion
As of and for the year ended December 31, 2001, First Union National Bank
(the Bank) complied in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's (MBA's)
Uniform Single Attestation Program for Mortgage Bankers (USAP),
except for minimum servicing standards I.4., II.1., II.2., II.3., IIA.,
III.2., III.3., III.4., V.2., V.3., VA., and VI.1., which are performed by
the Bank's primary servicers.
As discussed above, with respect to minimum servicing standards I.4., II.1,
II.2., II.3., II.4., III.2., III.3., III.4., V.2., V.3., V.4., and VI. I. of the
USAP, the Bank relies on the performance of its primary servicers. The Bank has
a process in place to review the financial soundness and servicing performance
of primary servicers on an annual basis. Among other factors, the Bank
considers the results of the primary servicers' USAP reports in these reviews
and takes appropriate corrective actions where it is warranted. The Bank is in
the process of obtaining and reviewing the 2001 USAP reports for its primary
servicers.
As of and for this same period, the Bank had in effect a fidelity bond and
errors and omissions policy in the amount of $200 million and $20 million,
respectively.
John M. Church March 6, 2002
Managing Director/Senior Vice President Date
First Union National Bank
Structured Products Servicing
Clyde Alexander March 6, 2002
Vice President Date
First Union National Bank
Residential Master Servicing
Ex 99.2 (b)
LENNAR PARTNERS
An LNR Company
March 1, 2002
Wells Fargo Bank Minnesota, N. A.
Corporate Trust Department
11000 Broken Land Parkway
Columbia, Maryland 21044-3562
Attention: Corporate Trust Services (CMBS)-First Union Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, FUNB Series 2001-C2
Re: Annual Independent Public Accountant's Servicing Report
FUNB Series 2001-C2
Commercial Mortgage Pass-Through Certificates
To whom it may concern:
As of and for the year ended December 31, 2001, Lennar Partners, Inc. has
complied in all material respects with the applicable minimum servicing
standards set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers applicable to
the commercial and multifamily mortgages for the special servicer as
noted in the attachment to this assertion. As of and for this same
period, Lennar Partners, Inc. had in effect a fidelity bond in the
amount of $10,000,000 and an errors and omissions policy in the amount
of $10,000,000.
Sincerely,
LENNAR PARTNERS, INC.
Susan K. CHapman
Vice President
cc: First Union National Bank
NC 1075
8739 Research Drive - URP4
Charlotte, NC 28262-1075
Attention: First Union National Bank Commercial Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, FUNB Series 2001-C2
760 Northwest 107th Avenue * Suite 400 * Miami, Florida 33172
Telephone: (305) 220-4300 * Fax: (305) 226-3428
Ex 99.3 (a)
Wachovia Mortgage Corporation (LOGO)
formerly First Union
Mortgage Corporation
Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Master Servicing
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 2001 fiscal year:
(A) I have reviewed the activities and performance of the Servicer during
the preceding fiscal year under the terms of the Servicing
Agreement, Trust Agreement, Pooling and Servicing Agreement and/or
Seller/Servicer Guide and to the best of these Officers' knowledge, the
Servicer has fulfilled all of its duties, responsibilities or obligations
under these Agreements throughout such year, or if there has been a default
or failure of the servicer to perform any of such duties, responsibilities or
obligations, a description of each default or failure and the nature and status
thereof has been reported to Wells Fargo Bank Minnesota, N.A.,
(B) I have confirmed that the Servicer is currently an approved FNMA or
FHLMC servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omissions
Insurance Policy and any other bonds required under the terms of the Servicing
Agreement, Trust Agreement, Pooling and Servicing Agreement and/or
Seller/Servicer Guide are in full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy
(if applicable) and Primary Mortgage Insurance Policy (if applicable),
with respect to each Mortgaged Property, have been paid and that all such
insurance policies are in full force and effect;
(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the
non-payment has been reported to Wells Fargo Bank Minnesota, N.A.,
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified by:
Officer
Richard Z. Grimm, Vice President
Title
3/28/2002
Date
Ex 99.3 (b)
CERTIFICATE OF OFFICER
OF
LENNAR PARTNERS, INC
Pooling and Servicing Agreement (the "Agreement") dated June 10, 2001, among
FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC., as Depositor, FIRST UNION
NATIONAL BANK, as Master Servicer, LENNAR PARTNERS, INC., as Special
Servicer, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee.
(FUNB 2001-C2)
The undersigned, Ronald E. Schrager, as Vice President of LENNAR PARTNERS,
INC., a Florida Corporation (the "Company"), in accordance with Section 3.13
of the Agreement, does hereby certify on behalf of the Company that (i) a
review of the activities of the Company during the year ended December 31,
2001 and of the Company's performance under the Agreement has been made
under my supervision, (ii) to the best of my knowledge, based on such
review, the Company has fulfilled all of its obligations under the Agreement
throughout such period ended December 31, 2001 and (iii) the Company has
received no notice regarding qualification, or challenging the status, of
REMIC I or REMIC II as a REMIC under the Grantor Trust Provisions from the
Internal Revenue Service or any other governmental agency or body.
IN WITNESS HEREOF, the undersigned has executed and delivered this
Certificate as of the 1st day of March, 2002.
Ronald E. Schrager
Vice President
Lennar Partners, Inc.
Exhibit A
DESIGNATION
LENNAR PARTNERS, INC., a Florida corporation ("Special Servicer") hereby
designates the following officers and/or employees of the Special Servicer
as its Servicing Officers, Special Servicing Officers or Special Servicer
Officers (as applicable, the "Officers"):
Name Signature Title
Jeffrey P. Krasnoff President
Shelly Rubin Vice President
Ronald E. Schrager Vice President
Thekla Blaser Vice President
Susan K. Chapman Vice President
Thomas F. Nealon III Assistant Secretary
Steve Bruha Authorized Officer
Randolph J. Wolpert Authorized Officer
Larry Golinsky Authorized Officer
Patricia A. Prince Authorized Officer
Kari Williams Authorized Officer
The foregoing list amends and restates, supersedes, replaces and is issued
in substitution of any such prior designation of Officers made by Special
Servicer. The Officers are authorized to take all actions and sign all documents
described in the Pooling and Servicing Agreement, Trust Agreement, Special
Servicing Agreement or Sub-Servicing Agreement (as applicable). This list of
Officers may be further amended or supplemented from time to time by the
Special Servicer by delivery to you of a revised schedule.
Dated as of November 30, 2001
LENNAR PARTNERS, INC., a Florida corporation
BY: Jeffrey P. Krasnoff, President
(CORPORATE SEAL)