SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 1998
Commission File Number: 333-08328
Deutsche Mortgage & Asset Receiving Corporation
issuer in respect of Commercial Mortgage Pass-Through
Certificates Series 1998-C1
(Exact Name of registrant as specified in its charter)
Delaware 04-3310019
(State or Other Juris- (I.R.S. Employer
diction of Incorporation) Identification No.)
One International Place - Room 520, Boston, Massachusetts 02110
(Address of Principal Executive Office)
617-951-7690
(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 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.
Not applicable.
Aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 1998.
Not applicable.
Number of shares of common stock outstanding as of December 31, 1998.
Not applicable.
Table of Contents
PART I
Item 1. Business..................................................3
Item 2. Properties................................................3
Item 3. Legal Proceedings.........................................3
Item 4. Submission Of Matters To A Vote Of Security Holders.......3
PART II
Item 5. Market For Registrant's Common Equity And
Related Shareholder Matters.......................................3
Item 6. Selected Financial Data...................................3
Item 7. Management's Discussion And Analysis Of Financial Condition
And Results Of Operations...............................4
Item 8. Financial Statements And Supplementary Data...............4
Item 9. Changes In And Disagreements With Accountants On
Accounting And Financial Disclosure.....................4
PART III
Item 10. Directors And Executive Officers Of The Registrant.......4
Item 11. Executive Compensation...................................4
Item 12. Security Ownership Of Certain Beneficial Owners And
Management......................................4
Item 13. Certain Relationships And Related Transactions...4
PART IV
Item 14. Exhibits, Financial Statement Schedules And Reports
On Form 8-K.....................................4
Signatures................................................4
Exhibit Index.............................................4
PART I
ITEM 1. BUSINESS
This Annual Report on Form 10-K relates to the Trust Fund
formed, and the Commercial Mortgage Pass-Through Certificates,
Series 1998-C1 issued, pursuant to a Pooling and Servicing
Agreement, (the "Pooling and Servicing Agreement"), by and among
Deutsche Mortgage & Asset Receiving Corporation, Banc One
Mortgage Capital Markets, LLC, as Servicer and special servicer,
LaSalle National Bank, as Trustee, and ABN AMRO Bank N.V., as
fiscal agent. The Class A-1, Class A-2, Class X, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class Q-1, Class Q-2, Class R
and Class LR Certificates have been registered pursuant to
the Act under a Registration Statement on Form S-3 (the
"Registration Statement").
Capitalized terms used herein and not defined have the same
meanings ascribed to such terms in the Pooling and Servicing
Agreement.
This Annual Report is being filed by the Trustee, in its capacity
as such under the Pooling and Servicing Agreement, on behalf of
Registrant. The information contained herein has been supplied
to the Trustee by one or more of the Borrowers or other third
parties without independent review or investigation by the
Trustee. Pursuant to the Pooling and Servicing Agreement, the
Trustee is not responsible for the accuracy or completeness of
such information.
ITEM 2. PROPERTIES
See Exhibits 99.1 and 99.2 hereto for Servicer's Annual
Statement of Compliance and Servicer s Independent Accountant's
Report on Servicer's servicing activities.
ITEM 3. LEGAL PROCEEDINGS
Except for claims arising in the ordinary course of business and
which are covered by liability insurance, there are no material
pending legal proceedings involving the Trust Fund, the Mortgages
comprising the Trust Fund or the Trustee, the Special Servicer or
the Servicer with respect to or affecting their respective duties
under the Pooling and Servicing Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
No matters were submitted to a vote of Certificateholders during
the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There was one registered holder of the Certificate representing
an equity interest in the Trust as of December 31, 1997. To the
Registrant's knowledge, as of that date, there was no principal
market in which the Certificates representing an equity interest
in the Trust were traded.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF A FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
The information required by Items 10, 11, 12 and 13 is not
applicable as the trust fund does not have directors or
officers and Certificateholders have no right to vote (except
with respect to required consents to certain amendments to the
Pooling and Servicing Agreement and upon certain events of
default) or control the Trust Fund.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a)
1. Servicer's Annual Statement of Compliance for the period
ended 12/31/98.
2. Servicer's Independent Accountant's Report on Servicer's
servicing activities.
(b) All current Reports on Form 8-K for the Trust have been
filed as of 12/31/98.
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 by the undersigned thereunto
duly authorized.
LASALLE NATIONAL BANK, IN
ITS CAPACITY AS TRUSTEE UNDER
THE POOLING AND SERVICING
AGREEMENT ON BEHALF OF
Deutsch Mortgage & Asset Receiving Corporation
REGISTRANT
By: /s/ Russell Goldenberg
Name: Russell Goldenberg
Title: Senior Vice President
Dated: March 30, 1999
EXHIBIT INDEX
Exhibit No. Description
99.1 Servicer's Annual Statement of Compliance
99.2 Servicer's Independent Accountants' Report on
Servicer's servicing activities
Banc One Mortgage Capital Markets, LLC
Paul Smyth
1717 Main Street, 12th Floor, TX1-2495
Dallas, TX 75201
(214) 290-2505
(214) 290-3142/3416 (facsimile)
[email protected]
March 8, 1999
LaSalle National Bank
Attn: Asset-Backed Securities Trust Services Group, DMARC 1998-C1
135 South LaSalle Street
Suite 1625
Chicago, IL 60674-4107
Deutsche Mortgage & Asset Receiving Corporation
Attn: R. Douglas Donaldson
One International Place, Room 520
Boston, MA 02110
Fitch IBCA, Inc.
Attn: Esmeta Stewart
One State Street Plaza
New York, NY 10004
Moody's Investors Service Inc.
Attn: Milton Chacon
99 Church Street
New York, NY 10007
Re: Deutsche Mortgage & Asset Receiving Corporation Commercial Mortgage
Pass-Through Certificates Series 1998-C1 ("DMARC 98-C1")
Dear Sirs and Madams:
This Officer's Certificate is provided to you be Banc One Mortgage Capital
Markets, LLC ("BOMCM") pursuant to Section 3.14 of that certain Pooling and
Servicing Agreement ("PSA") dated as of March 1, 1998 relative to the above
referenced securitization for which BOMCM acts as Servicer and Special
Servicer. Capitalized terms used herein shall bear the meaning ascribed to
them in the PSA unless otherwise defined in this letter.
The undersigned officer, on behalf of BOMCM, hereby informs you that a review
of the activities of the Servicer and Special Servicer during the preceding
calendar year and of its performance under this Agreement has been made under
such officer's supervision, (ii) that, to the best of such officer's
knowledge, based on such review, the Servicer and Special Servicer have
fulfilled all of their obligations under this Agreement throughout such year,
or, if there has been a default, it is noted herein (iii) tha
s knowledge, each related sub-servicer has fulfilled its obligations under
its sub-servicing agreement in all material respects, or, if there has been
a material default it is noted herein, and (iv) BOMCM has not received any
notice regarding qualification, or challenging the status, of the Upper-Tier
REMIC or Lower-Tier REMIC as a REMIC from the IRS or any other governmental
agency or body.
Should you have any questions regarding this matter, please contact me at
the number referenced above.
Sincerely,
BANC ONE MORTGAGE
CAPITAL MARKETS, L.L.C.
By:
Paul Smyth
Managing Director of Servicing
cc: Cadwalader, Wickerman & Taft
Attn: Anna Glick
100 Maiden Lane
New York, NY 10038
February 11, 1999
PricewaterhouseCoopers
2001 Ross Avenue
Suire 1800
Dallas, TX 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
an errors and omissions policy in the amount of $25 million.
/S/
Edgar Smith, II
Chief Operating Officer
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 tot he Mortgage
Bankers Association) as of and for the year ended December 31, 1998 inc
ement assertion. Management is responsible for BOMCM's compliance with
those minimum servicing standards. Our responsibility is to express and
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 Acountants 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 bases for our opinion. Our examination does not
provide a legal determination on BOMCM's compliance with the minimum ser
In our opinion, management's assertion that BOMCM complied with the
aforementioned minimum servicing standards as of and for the year ended
December 31, 1998 is fairly stated, in all material respects.
/S/
PriceWaterhouseCoopers
Dallas, Texas
February 22, 1999
