SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
FORM 10-K
(Mark One) |X| Annual Report pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
for fiscal year ended December 31, 1998
or
|_| Transition Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act 1934
for the transaction period from __________to ___________
Commission File Number: 333-31095
---------
J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
(In Respect of COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C6)
-----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 133789046
- ------------------------------------------ ---------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
60 Wall Street
New York, NY 10260
- ------------------------------------------ ---------------------
(Address of Principal Executive Offices) Zip Code
( 212) 648-3636
--------------------------------------------------
Registrant's telephone number, including area code
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 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 |_| No |X|
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 the 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. |_|
Not Applicable.
Aggregate market value of voting stock held by non-affiliates of the registrant
as of January 31, 1999.
Not Applicable.
Number of shares of common stock outstanding as of January 31, 1999.
Not Applicable.
Registrant has not been involved in bankruptcy proceedings during the proceeding
five years, and is not
<PAGE>
reporting as a corporate issuer.
The following documents are incorporated by reference into this Form 10-K.
None.
-2-
<PAGE>
J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C6
-------------------------------------------------------------
FORM 10-K
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I.
Item 1. Business............................................................................ 4
Item 2. Properties........................................................................... 4
Item 3. Legal Proceedings................................................................... 5
Item 4. Submission of Matters to a Vote of Security Holders................................. 5
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters............................................................... 5
Item 6. Selected Financial Data............................................................. 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................................... 5
Item 8. Financial Statements and Supplementary Data......................................... 5
Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure............................................... 5
PART III.
Item 10. Directors and Executive Officers of the Registrant................................. 5
Item 11. Executive Compensation............................................................. 6
Item 12. Security Ownership of Certain Beneficial Owners and Management..................... 6
Item 13. Certain Relationships and Related Transactions..................................... 6
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.................... 6
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.......................... 7
SIGNATURES.................................................................................................... 8
INDEX OF EXHIBITS............................................................................................. 9
</TABLE>
-3-
<PAGE>
PART I
Item 1. Business
This Annual Report on Form 10-K is being filed on behalf of J.P. Morgan
Commercial Mortgage Finance Corp (the "Registrant") by State Street Bank and
Trust Company, solely in its capacity as trustee under a Pooling and Servicing
Agreement dated as of March 1, 1998 (the "Pooling Agreement") among J.P. Morgan
Commercial Mortgage Finance Corp. as depositor ("Registrant"), Dover House
Capital, LLC as master servicer, CRIIMI MAE Services Limited Partnership
("CRIIMI MAE Services") as special servicer, and State Street Bank and Trust
Company as trustee (the "Trustee") and with respect to the Registrant's
Commercial Mortgage Pass-Through Certificates, Series 1998-C6 (the
"Certificates"). Midland Loan Services, Inc. (the "Master Servicer") has
succeeded Dover House Capital, Inc. ("Dover House"), successor in interest to
Dover House Capital LLC, as master servicer under the Pooling Agreement. The
Registrant has been informed that CRIIMI MAE Services has made or is in the
process of making arrangements to have Banc One Mortgage Capital Markets, LLC
(the "Special Servicer") succeed to CRIIMI MAE Services as special servicer
under the Pooling Agreement.
Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to such terms in the Pooling Agreement.
The information contained herein has been supplied to the Trustee by third
parties without independent review or investigation by the Trustee and no
representation or warranty of any kind is made by the Trustee with respect to
such information.
The information called for 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 reliance on the
procedures outlined in numerous no-action letters issued by the Commission's
Staff with respect to substantially similar trusts or certificates.
Item 2. Properties
Information regarding the mortgaged properties securing the Mortgage Loans has
been set forth in the Prospectus Supplement relating to the Certificates. The
Trust Fund created under the Pooling Agreement has or will acquire title to real
estate only upon default of the related mortgages under the Mortgage Loans.
The Annual Statement as to Compliance of the Master Servicer and of the Special
Servicer is annexed hereto as Exhibit 14(a)(1)(i) and Exhibit 14(a)(1)(ii),
respectively. The Annual Independent Public Accountants' Report with respect to
the servicing of Midland Loan Services, Inc., as the Master Servicer, is annexed
hereto as Exhibit 14(a)(1)(v). The Annual Independent Public Accountants' Report
of PricewaterhouseCoopers LLP with respect to the Special Servicer is annexed
hereto as Exhibit 14(a)(1)(iii). The Annual Statement as to Compliance of CRIIMI
MAE Services is annexed hereto as Exhibit 14(a)(1)(iv). The Annual Independent
Public Accountants' Servicing Report with respect to special servicing by CRIIMI
MAE Services has not been delivered to the Trustee. The Trustee, on behalf of
the Registrant, intends to file such Servicing Report with the Commission
subject to and upon receipt thereof.
The Annual Statement as to Compliance of Dover House has not been delivered to
the Trustee. Upon and subject to the receipt thereof, the Trustee, on behalf of
the Registrant, intends to file such Statement with the Commission. The Annual
Independent Public Accountants' Servicing Report with respect to the servicing
by Dover House has not been delivered to the Trustee. Upon and subject to the
receipt thereof, the Trustee intends to file such Statement with the Commission.
The Trust did not acquire any mortgage property in connection with the
foreclosure of a defaulted Mortgage Loan or otherwise.
-4-
<PAGE>
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings involving either
of (i) Mortgaged Properties or (ii) to the extent related to the Trust Fund, the
Registrant, the Master Servicer, Banc One Mortgage Capital Markets, LLC
("BOMCM") as special servicer, CRIIMI MAE Services as prior special servicer,
Dover House, as prior master servicer or the Trustee with respect to the Trust
Fund other than ordinary routine litigation, if any, incidental to any of such
parties duties under the Pooling Agreement and not material when taken as a
whole.
On October 5, 1998, CRIIMI MAE Inc. ("CRIIMI MAE"), an affiliate of CRIIMI MAE
Services, filed a petition for reorganization under Chapter 11 of Title 11 of
the United States Code (the "Bankruptcy Code") with the United States Bankruptcy
Court for the District of Maryland. This filing led to actions by certain rating
agencies affecting the status of CRIIMI MAE Services as an approved servicer and
thereupon, in order to allay rating agency concerns, to action by CRIIMI MAE to
cause the removal and replacement of CRIIMI MAE Services as Special Servicer
under the Pooling Agreement and the appointment of BOMCM as the replacement
Special Servicer under the Pooling Agreement. The Registrant and the Trustee
have been informed that CRIIMI MAE Services continues to perform special
servicing functions as sub-special servicer from BOMCM. To the knowledge of the
Registrant and the Trustee, CRIIMI MAE Services did not file for protection
under Chapter 11 or any other Chapter of the Bankruptcy Code.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote or consent of the holders of the
Certificates during the period covered by this report.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Presently, there is no established trading market for the Certificates known to
the Registrant. As of December 31, 1998, there are an aggregate of two (2)
holders of all Classes of the Registrant's Commercial Mortgage Pass-Through
Certificates, Series 1998-C6.
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
The Registrant knows of no changes or disagreements with accountants on
accounting and financial disclosure with respect to the Pool or the
Certificates.
Item 10. Directors and Executive Officers of the Registrant
-5-
<PAGE>
Omitted.
Item 11. Executive Compensation
Omitted.
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Information required by this item with respect to the security
ownership of certain beneficial owners of the Certificates is
annexed hereto as Exhibit 99.1.
(b) Omitted.
(c) Omitted.
Item 13. Certain Relationships and Related Transactions
Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements
(i) The Statement of Compliance delivered by Midland Loan
Services, Inc. as Master Servicer under the Pooling Agreement is
annexed hereto as Exhibit 14(a)(1)(i).
(ii) The Statement of Compliance delivered by Banc One Mortgage
Capital Markets, LLC under the Pooling Agreement is annexed hereto as
Exhibit 14(a)(1)(ii).
(iii) The Independent Accountant's Report of
PriceWaterhouseCoopers LLP with respect to special servicing by Banc
One Mortgage Capital Markets, LLC is annexed hereto as Exhibit
14(a)(1)(iii).
(iv) The Statement of Compliance delivered by CRIIMI MAE
Services Limited Partnership as Special Servicer under the Pooling
Agreement is annexed hereto as Exhibit 14(a)(1)(iv).
(v) The Independent Accountant's Report of Ernst & Young LLP
with respect to master servicing by Midland Loan Services, Inc. is
annexed hereto as Exhibit 14(a)(1)(v).
(a)(2) Financial Statement Schedules
Omitted.
(a)(3) Exhibits
Unless otherwise indicated, the following exhibits required by Item
601 of Regulation S-K and previously furnished to the Commission as
exhibits to a Report on Form 8-K, are incorporated into this Form
10-K by reference:
-6-
<PAGE>
4. Pooling and Servicing Agreement dated as of March 1,
1998, by and among J.P. Morgan Commercial Mortgage
Finance Corp., as depositor, Dover House Capital, LLC as
master servicer, Criimi Mae Services Limited Partnership
as special servicer, and State Street Bank and Trust
Company, as Trustee.
99.1* Security Ownership of Certain Beneficial Owners.
(b) The following Reports on Form 8-K were filed with the
Commission by or on behalf of the Registrant with respect to
the Certificates during the last quarter of the period covered by
this report:
Report on Form 8-K dated October 9, 1998, reporting items 5 and
7.
Report on Form 8-K dated November 2, 1998, reporting items 5 and
7.
Report on Form 8-K dated December 7, 1998, reporting items 5 and
7.
- ------------------
* Filed herewith
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.
The Registrant has not sent an annual report or proxy material to the holders of
its Certificates. The Registrant will not be sending an annual report or proxy
materials to the holders of its Certificates subsequent to the filing of this
Form 10-K.
-7-
<PAGE>
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 the
undersigned, thereunto duly authorized.
J.P. MORGAN COMMERCIAL MORTGAGE
SECURITIES, INC. (IN RESPECT OF ITS
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-C6)
Dated: April 15, 1999 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 1998- C6 and not
individually
By: /s/ David Shepherd
----------------------------------------
David Shepherd, Assistant Secretary
-8-
<PAGE>
INDEX OF EXHIBITS
Exhibit No. Description
- ----------- -----------
14(a)(1)(i) The Annual Statement of Compliance delivered by Midland Loan
Services, Inc., as Master Servicer
14(a)(1)(ii) The Annual Statement of Compliance delivered by Banc One
Mortgage Capital Markets, LLC, as Special Servicer
14(a)(1)(iii) The Independent Accountant's Report of PriceWaterhouseCoopers
LLP with respect to Banc One Mortgage Capital Markets, LLC
14(a)(1)(iv) The Annual Statement of Compliance delivered by CRIIMI MAE
Services Limited Partnership, as Special Servicer
14(a)(1)(v) The Independent Accountant's Report of Ernst & Young LLP with
respect to Midland Loan Services, Inc.
99.1 Security Ownership of Certain Beneficial Owners (with original
principal balances)
-9-
EXHIBIT 14(a)(1)(i)
Page 1 of 2
[MIDLAND LOAN SERVICES, INC. LOGO]
March 18, 1999
Attn: President
JP Morgan Commercial Mortgage Finance Corp.
60 Wall Street
New York, NY 10260-0000
JP Morgan Commercial Mortgage Finance Corp., Mortgage Pass-Through Certificates
Series 1998-C6
OFFICER'S CERTIFICATE
Pursuant to the requirements of that certain Pooling and Servicing Agreement
governing the referenced Trust (the "PSA"), it is hereby certified that (i) the
undersigned has completed a review of Servicer's performance of its obligations
under the PSA for the current calendar year, (ii) to the best of the
undersigned's knowledge on the basis of that review the Servicer has fulfilled
all of its obligations under the PSA throughout such period; (iii) to the best
of the undersigned's knowledge, the sub-servicer, if any, has fulfilled its
obligations under its subservicing agreement in all material respects; and (iv)
no notice has been received from any governmental agency or body which would
indicate a challenge or question as to the status of the Trust's qualification
as a REMIC under the Code.
/s/ Charles J. Sipple
-----------------------------------------------
Charles J. Sipple Date
Senior Vice President
/s/ Paul J. Mickelson
-----------------------------------------------
Paula J. Mickelson Date
Vice President
cc: Please see attached page
210 W. 10th Street Kansas City, MO 64105 Phone: 816/435-5000 FAX: 816/435-2326
<PAGE>
EXHIBIT 14(a)(1)(i)
Page 2 of 2
cc: Attn: Corporate Trust Dept.-JP Morgan 1998-C6
State Street Bank & Trust Company
Two International Place
Boston, MA 02110-0000
EXHIBIT 14(a)(1)(ii)
Page 1 of 1
BANC ONE MORTGAGE
CAPITAL MARKETS, LLC
Paul Smyth
1717 Main Street, 12th Floor
Dallas, Texas 75201
Telephone: (214) 290-2505
Facsimile: (214) 290-3142
March 5, 1999
State Street Bank and Trust Company
Two International Place
Boston, Massachusetts 02110
Attention: Corporate Trust Department
J.P. Morgan Financial Mortgage Finance Corp., Series 1998-C6
Dover House Capital, LLC
400 Perimeter Terrace, Suite 575
Atlanta, Georgia 30346
Attention: Teresa Klien
RE: J.P. Morgan Commercial Mortgage Finance Corp., Mortgage Pass-Through
Certificates Series 1998-C6
Ladies and Gentlemen:
The Officer's Certificate is provided to you by BANC ONE MORTGAGE CAPITAL
MARKETS, LLC ("BOMCM") pursuant to Section 3.02 of that certain Pooling and
Servicing Agreement ("PSA") dated as March 1, 1998, relative to the above
referenced securitization for which BOMCM acts as Special Servicer. Capitalized
terms used herein shall bear the meaning ascribed to them in the PSA unless
otherwise defined in this letter.
The undersigned officers, on behalf of BOMCM, hereby inform you (i) that, a
review of the activities of BOMCM as Special Servicer and of its performance
under the PSA has been made under the undersigneds' supervision for the period
of time commencing October 31, 1998 through year end 1998, (ii) that, to the
best of such undersigneds' knowledge, based on such review, it has fulfilled all
of its obligations under the PSA, throughout such period.
Sincerely,
BANC ONE MORTGAGE
CAPITAL MARKETS, LLC, Special Servicer
By: /s/ Paul Smyth By: /s/ Edgar L. Smith, II
---------------------------- ----------------------------
Paul Smyth Edgar L. Smith, II
Managing Director Servicing Chief Operating Officer
EXHIBIT 14(a)(1)(iii)
Page 1 of 2
[PRICEWATERHOUSECOOPERS LOGO]
- ------------------------------------------------------------
PricewaterhouseCoopers LLP
2001 Ross Avenue, Suite 1800
Dallas, TX 53201-2997
Telephone 214-774-7900
Independent Accountant's Report
To Banc One Mortgage Capital Markets, LLC:
We have examined management's assertion about Banc One Mortgage Capital Markets
LLC's ("BOMCM") compliance with the minimum servicing standards identified in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers ("USAP") (except for commercial loan and multifamily loan
servicing for which minimum servicing standards V.4 and VI.1. are inapplicable
to such servicing according to the Mortgage Bankers Association) as of and for
the year ended December 31, 1998 included in the accompanying management
assertion. Management is responsible for BOMCM'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 BOMCM'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 BOMCM's compliance with the minimum servicing standards.
In our opinion, management's assertion that BOMCM complied with the
aforementioned minimum standard as of and for the year ended December 31, 1998
is fairly stated, in all material respects.
/s/PricewaterhouseCoopers LLP
- -------------------------------
PricewaterhouseCoopers LLP
Dallas, Texas
February 22, 1999
<PAGE>
EXHIBIT 14(a)(1)(iii)
Page 2 of 2
BancOne Mortgage
Capital Markets, LLC
TX1-2198
__ Main Street
Dallas, TX 75201
[BANCONE LOGO]
February 22, 1999
PricewaterhouseCoopers
2001 Ross Avenue
Suite 1800
Dallas, Texas 75201-2997
As of and for the year ended December 31, 1998, Banc One Mortgage Capital
Markets, LLC ("BOMCM") 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 ("USAP") (except, for
commercial loan and multifamily loan servicing, minimum servicing standards V.4
and VI.1., which the MBA has interpreted as inapplicable to such servicing.) As
of and for this same period, BOMCM had in effect a fidelity bond and errors and
omissions policy in the amount of $25 million.
/s/ Edgar L. Smith, II
- -------------------------
Edgar L. Smith, II
Chief Operating Officer
EXHIBIT 14(a)(1)(iv)
11200 Rockville Pike
Rockville, Maryland 20852
301-816-2300
Fax: 301-468-3147
ANNUAL STATEMENT AS TO COMPLIANCE
OFFICER'S CERTIFICATE
Re: J.P. Morgan Commercial Mortgage Finance Corporation
Mortgage Pass-Through Certificates
Series 1998-C6 (the "Trust)
As an authorized officer of CRIIMI MAE Services Limited Partnership, Special
Servicer for the Trust, and pursuant to the requirements of Section 3.02 of that
certain Pooling and Servicing Agreement (PSA), dated as of March 1, 1998, I
hereby certify that (i) a review of the Special Servicer's performance of its
obligations under the (PSA) for the period of January 1, 1998 through October
30, 1998, has been made under my supervision; and (ii) to the best of my
knowledge, based upon such review, the Special Servicer has fulfilled all of its
obligations under this Agreement in all material respects throughout such period
and there has been no default in the fulfillment of any such obligation.
CRIIMI MAE SERVICES LIMITED PARTNERSHIP,
Solely as authorized agent
By: CRIIMI MAE Services, Inc.
its general partner
/s/ Maribeth Stahl
-------------------------------
By: Maribeth Stahl
Vice President
Date: March 30, 1999
EXHIBIT 14(a)(1)(v)
Page 1 of 2
[ERNST & YOUNG LLP LOGO]
Report of Independent Accountants on Management's
Assertion on Compliance with the Minimum
Servicing Standards Set Forth in the Uniform Single
Attestation Program for Mortgage Bankers
The Audit Committee
PNC Bank Corp.
We have examined management's assertion, included in the accompanying report
titled Report of Management on Compliance with the Minimum Servicing Standards
Set Forth in the Uniform Single Attestation Program for Mortgage Bankers, that
except for noncompliance with the minimum servicing standard for custodial bank
accounts, Midland Loan Services, Inc. (MLS), a wholly-owned subsidiary of PNC
Bank Corp., complied with the minimum servicing standards set forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers (USAP) except for commercial loan and multifamily loan
servicing, minimum servicing standards V.4 and VI.1., which the Mortgage Bankers
Association of America has interpreted as inapplicable to such servicing during
the year ended December 31, 1998. Management is responsible for MLS' compliance
with those requirements. Our responsibility is to express an opinion on
management's assertions about MLS' 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 MLS' compliance with those
requirements 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 legal determination of MLS'
compliance with specified requirements.
In our opinion, management's assertion that except for noncompliance with the
minimum servicing standard for custodial account reconciliations, MLS complied
with the aforementioned requirements during the year ended December 31, 1998, is
fairly stated, in all material respects.
As discussed in management's assertion, the following material noncompliance
occurred at MLS during the year ended December 31, 1998. With regard to standard
I.4, reconciling items exist which have not been resolved within 90 calendar
days of their original identification.
/s/ Ernst & Young LLP
January 22, 1999
<PAGE>
Page 2 of 2
[MIDLAND LOGO]
Report of Management Compliance with the Minimum Servicing Standards Set
Fourth in the Uniform Single Attestation Program for Mortgage Bankers
We, as members of management of Midland Loan Services, Inc. (MLS), a wholly
owned subsidiary of PNC Bank Corp. (PNCBC), are responsible for complying with
the minimum servicing standards as set forth in the Mortgage Bankers Association
of America's Uniform Single Attestation Program for Mortgage Bankers (USAP)
except for commercial loan and multifamily servicing, minimum servicing
standards V.4 and VI.1, which the Mortgage Bankers Association of America has
interpreted as inapplicable to such servicing. We are also responsible for
establishing and maintaining effective internal control over compliance with
these standards. We have performed an evaluation of MLS' compliance with the
minimum servicing standards as set forth in the USAP as of December 31, 1998 and
for the year then ended. Based on this evaluation, we assert that during the
year ended December 31, 1998, MLS complied, in all material aspects, with the
minimum servicing standards set forth in the USAP except as described below.
With regard to standard I.4, reconciling items exist which have not been
resolved within ninety calendar days of their original identification.
As of and for this same period, PNCBC had in effect a fidelity bond in the
amount of $300,000,000 and an error and omissions policy in the amount of
$20,000,000.
/s/ C.J. Sipple
-----------------------------
C.J. Sipple
Senior Vice President
/s/ Paula J. Mickelson
-----------------------------
Paula J. Mickelson
Vice President
March 30, 1999
210 W. 10th Street Kansas City, MO 64105 Phone: 816/435-5000 FAX: 816/435-2327
EXHIBIT 99.1
PAGE 1 OF 2
ITEM 12. Security Ownership of Certain Beneficial Owners
As of December 31, 1998, the following persons were known to the Registrant to
be the registered beneficial owners of more than 5% of the aggregate fractional
undivided interest evidenced by each Class of the Certificates referenced below:
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
- -------- --------------------- ------------------------------ -------
<S> <C> <C> <C>
Class A1 Cede & Co. $99,233,000.00 100%
55 Water Street
New York, New York 10041
Class A2 Cede & Co. $220,367,000.00 100%
55 Water Street
New York, New York 10041
Class A3 Cede & Co. $245,853,000.00 100%
55 Water Street
New York, New York 10041
Class B Cede & Co. $47,784,000.00 100%
55 Water Street
New York, New York 10041
Class C Cede & Co. $39,820,000.00 100%
55 Water Street
New York, New York 10041
Class D Cede & Co. $47,784,000.00 100%
55 Water Street
New York, New York 10041
Class E Cede & Co. $15,928,000.00 100%
55 Water Street
New York, New York 10041
Class F Cede & Co. $39,820,000.00 100%
55 Water Street
New York, New York 10041
Class G Cede & Co. $19,910,000.00 100%
55 Water Street
New York, New York 10041
Class H Cede & Co. $5,973,000.00 100%
55 Water Street
New York, New York 10041
Class NR Cede & Co. $13,942,011.00 100%
55 Water Street
New York, New York 10041
</TABLE>
<PAGE>
EXHIBIT 99.1
PAGE 2 OF 2
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
- -------- --------------------- ------------------------------ -------
<S> <C> <C> <C>
Class RI Boston Mortgage Investments XI LLC -0-
c/o Crispin Koehler Holding corp. 100%
1440 Chapin Avenue, Suite 310
Burlingame, California 94010
Class RII Boston Mortgage Investments XI LLC -0- 100%
c/o Crispin Koehler Holding corp.
1440 Chapin Avenue, Suite 310
Burlingame, California 94010
Class RIII Boston Mortgage Investments XI LLC -0- 100%
c/o Crispin Koehler Holding corp.
1440 Chapin Avenue, Suite 310
Burlingame, California 94010
Class X Cede & Co. $796,414,011.00 100%
55 Water Street
New York, New York 10041
</TABLE>
