SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
(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, 1996
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 333-03574-01
Morgan Stanley Capital I, Inc.,
Mortgage Pass-Through Certificates, Series 1996-1 Trust
(Exact name of registrant as specified in its charter)
New York (governing law of pooling and servicing agreement)
State or other jurisdiction of incorporation or organization)
52-1982286
(I.R.S. Employer Identification No.)
c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044
(Address of principal executive (Zip Code)
offices)
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. 2 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 26, 1997, by Norwest Bank
Minnesota, N.A. (the "Reporting Person"), on behalf of Morgan Stanley Capital
I, Inc., Mortgage Pass-Through Certificates, Series 1996-1 (the "Trust"),
established pursuant to a Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") among Morgan Stanley Capital I, Inc., as Depositor,
(the "Depositor"), Norwest Mortgage, Inc., as Seller and Servicer, (the
"Seller" and "Servicer"), The Chase Manhattan Bank, N.A., as Trustee (the
"Trustee") and Norwest Bank Minnesota, N.A., as Securities Administrator,
(the "Securities Administrator"), pursuant to which the Morgan Stanley Capital
I, Inc., Mortgage Pass-Through Certificates, Series 1996-1, certificates
registered under the Securities Act of 1933 (the "Certificates") were issued.
Item 14 of the Original Form 10-K is amended to read in its entirety as follows:
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
99.1 Annual Report of Independent Public Accountants' as to master
servicing activities or servicing activities as applicable:
(a) Chase Manhattan Mortgage Corporation, as Servicer<F1>
(b) HomeSide Lending, Inc., as Servicer<F2>
(c) NationsBanc Mortgage Corporation, as Servicer <F1>
(d) Norwest Mortgage, Inc., as Servicer <F1>
99.2 Management Assertion Letter:
(a) Chase Manhattan Mortgage Corporation, as Servicer<F1>
(b) HomeSide Lending, Inc., as Servicer<F2>
(c) NationsBanc Mortgage Corporation, as Servicer <F1>
(d) Norwest Mortgage, Inc., as Servicer <F1>
99.3 Annual Statements of Compliance with obligations under the
Pooling Agreement or servicing agreement, as applicable, of:
(a) Chase Manhattan Mortgage Corporation, as Servicer<F1>
(b) HomeSide Lending, Inc., as Servicer<F1>
(c) NationsBanc Mortgage Corporation, as Servicer <F1>
(d) Norwest Mortgage, Inc., as Servicer <F1>
(b) On October 8, 1996, November 14, 1996, and December 13, 1996, a report
on Form 8-K was filed 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) Omitted.
(d) Omitted.
<F1> Previously Filed.
<F2> Filed herewith.
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:
Morgan Stanley Capital I, Inc.,
Mortgage Pass-Through Certificates, Series 1996-1
By: Norwest Bank Minnesota, N.A.,
as Securities Administrator
By: /s/ Sherri J. Sharps
By: Sherri J. Sharps
Title: Vice President - Securities Administration Services
Dated: October 1, 1997
EXHIBIT INDEX
Exhibit No.
99.1 Annual Report of Independent Public Accountants' as to master
servicing activities or servicing activities as applicable:
(a) Chase Manhattan Mortgage Corporation, as Servicer<F1>
(b) HomeSide Lending, Inc., as Servicer<F2>
(c) NationsBanc Mortgage Corporation, as Servicer <F1>
(d) Norwest Mortgage, Inc., as Servicer <F1>
99.2 Management Assertion Letter:
(a) Chase Manhattan Mortgage Corporation, as Servicer<F1>
(b) HomeSide Lending, Inc., as Servicer<F2>
(c) NationsBanc Mortgage Corporation, as Servicer <F1>
(d) Norwest Mortgage, Inc., as Servicer <F1>
99.3 Annual Statements of Compliance with obligations under the
Pooling Agreement or servicing agreement, as applicable, of:
(a) Chase Manhattan Mortgage Corporation, as Servicer<F1>
(b) HomeSide Lending, Inc., as Servicer<F1>
(c) NationsBanc Mortgage Corporation, as Servicer <F1>
(d) Norwest Mortgage, Inc., as Servicer <F1>
<F1> Previously Filed.
<F2> Filed herewith.
(logo)ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of
HomeSide Lending, Inc.:
We have examined management's assertion about HOMESIDE LENDING, INC. (a Florida
corporation) AND SUBSIDIARIES' compliance with the minimum servicing standards
identified in the Mortgage Bankers Association of America's UNIFORM SINGLE
ATTESTATION PROGRAM FOR MORTGAGE BANKERS ("USAP") and that the Company had in
effect fidelity bond and errors and omissions policies in the amount of $76
million and $20 million, respectively, as of February 28, 1997 and for the
period from March 16, 1996 to February 28, 1997, included in the accompanying
management assertion letter. Management is responsible for the Company's
compliance with those minimum servicing standards and for maintaining a fidelity
bond and errors and omissions policy. Our responsibility is to express an
opinion on management's assertion about the Company's compliance with the
minimum servicing standards and maintenance of a fidelity bond and errors and
omission policy 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 HomeSide Lending, Inc. and
subsidiaries complied with the aforementioned minimum servicing standards and
that the Company had in effect fidelity bond and errors and omissions policies
in the amount of $76 million and $20 million, respectively, as of February 28,
1997 and for the period from March 16, 1996 to February 28, 1997 is fairly
stated in all material respects.
/s/Arthur Anderson LLP
Jacksonville, Florida
April 18,1997
(logo)HOMESIDE
LENDING,INC.
As of February 28, 1997 and for the period from March 16, 1996 to February 28,
1997, HomeSide Lending, Inc. 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. As of and
for this same period, HomeSide Lending, Inc. had in effect a fidelity bond and
errors and omissions policy in the amount of $76 million and $20 million,
respectively.
/s/William Glasgow Jr.
William Glasgow, Jr.
Executive Vice President
5/30/97
Date
Post Office Box 44090, Jacksonville, FL 32231-4090 904-281-3000
(logo) Equal Housing
LENDER
