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, 1998 or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 333-32019-01
DLJ Commercial Mortgage Corp.
Mortgage Pass-Through Certificates
Series 1998-CF1 Trust
(Exact name of registrant as specified in its charter)
New York 52-2090001 52-2090003
(State or other jurisdiction (I.R.S. Employer 52-2090005
of incorporation or Identification No.)
organization)
c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code:
(410) 884-2000
Securities to be registered pursuant to Section 12(b)
of the Act:
NONE
Securities to be 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 26, 1999, on behalf of
DLJ Commercial Mortgage Corp. Mortgage Pass - Through Certificates Series 1998
- -CF1 Trust established pursuant to a Pooling and Servicing Agreement among DLJ
COMMERCIAL MORTGAGE CORP., as Depositor, BANC ONE MORTGAGE CAPITAL MARKETS, LLC,
as Servicer, CLARION PARTNERS, LLC, as Special Servicer, and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION as Trustee and REMIC Administrator, pursuant to
which the DLJ Commercial Mortgage Corp. Mortgage Pass - Through Certificates
Series 1998-CF1 Trust 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 Independent Accountants' Servicing
Reports concerning servicing activities for
the year ended December 31, 1998.
a) Banc One, as Servicer <F1>
b) Clarion Partners, LLC as Special Servicer <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) Banc One, as Servicer <F1>
b) Clarion Partners, LLC as Special Servicer <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) Banc One, as Servicer <F1>
b) Clarion Partners, LLC as Special Servicer <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F2>
(b) On October 26, 1998, November 24, 1998, and
December 31, 1998, 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:
DLJ Commercial Mortgage Corp.
Mortgage Pass-Through Certificates
Series 1998-CF1 Trust
Signed: Norwest Bank Minnesota, N.A., as Trustee
By: Sherri J. Sharps, Vice President
By: /s/ Sherri J. Sharps, Vice President
Dated: December 22, 1999
Exhibit Index
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1998.
a) Banc One, as Servicer <F1>
b) Clarion Partners, LLC as Special Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards
for the year ended December 31, 1998.
a) Banc One, as Servicer <F1>
b) Clarion Partners, LLC as Special Servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1998.
a) Banc One, as Servicer <F1>
b) Clarion Partners, LLC as Special Servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
(logo)
PricewaterhouseCoopers LLP
2001 Ross Avenue, Suite 1800
Dallas TX 75201-2997
Telephone (214) 754 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 servicing standards as of and for the year ended December
31, 1998 is fairly stated, in all material respects.
Dallas, Texas
February 22, 1999
(LOGO) ERNST & YOUNG LLP
1211 Avenue of the Americas
New York, New York 10036
Phone: 212 773 4900
Fax: 212 773 4501
Report of Independent Accountants
We have examined management's assertion, included in the Report of Management on
Compliance, that Clarion Partners LLC ("the Company") complied with the
requirements of Section 3 of the Pooling and Servicing Agreement for the DLJ
Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series
1998 - CF1 ("the Agreement") for the period March 1, 1998 to December 31, 1998.
Management is responsible for the Company's compliance with those requirements.
Our responsibility is to express an opinion on management's assertion about the
Company'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 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 a legal determination on the
Company's compliance with specified requirements.
In our opinion, management's assertion that the Company complied with the
requirements of Section 3 of the Agreement for the period March 1, 1998 to
December 31, 1998, is fairly stated, in all material respects.
This report is intended solely for the information and use of the board of
directors and management of the Company and should not be used for any other
purpose. However, this report is a matter of public record and its distribution
is not limited.
Ernst & Young LLP
April 13, 1999
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
BancOne Mortgage
Capital Markets, LLC
TX1-2498
1717 Main Street Suite 1400
Dallas TX 75201-2498
Tel 800 887 6781
www.bomcm.com
(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.
Edgar L. Smith
Chief Operating Officer
(LOGO) CLARION
Report of Management on Compliance
We as members of management of Clarion Partners, LLC (the Company) are
responsible for complying with the requirements of Section 3 of the Pooling and
Servicing Agreement for the DLJ Commercial Mortgage Corp. Commercial Mortgage
Pass-Through Certificates Series 1998 - CF1 ("The Agreement"). We also are
responsible for establishing and maintaining effective internal control over
compliance with the requirements of Section 3 of the Agreement. We have
performed an evaluation of the Company's compliance with the requirements of
Section 3 of the Agreement as of December 31, 1998 and for the period March 1,
1998 to December 31, 1998. Based on this evaluation, we assert that for the
period March 1, 1998 to December 31, 1998, the Company complied with all of the
requirements of Section 3 of The Agreement.
April 13, 1999
Clarion Partners, LLC,
a New York limited liability company, its authorized agent
Bruce G. Morrison
Authorized Person
CLARION PARTNERS
335 MADISON AVENUE * NEW YORK, NY 10017 * TEL 212-883-2500
E-MAIL [email protected]
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 5, 1999
DLJ Commercial Mortgage Corp.
Attn: N. Dante LaRocca
277 Park Avenue, 9th Floor
New York, NY 10172
Norwest Bank Minnesota, NA
Attn: Reid Denny
11000 Broken Land Parkway
Columbia, MD 21044-3562
Clarion Capital
Attn: Dan Heflin and Bruce Morrison
335 Madison Avenue, 7th Floor
New York, NY 10017
Standard & Poor's Ratings Services
Attn: Roy Chun
26 Broadway
New York, NY 10004
Fitch IBCA, Inc.
Attn: Zanda Lynn
One State Street Plaza
New York, NY 10004
Moody's Investors Service Inc
Attn: Adam Taft
99 Church Street
New York, NY 10007
Re: DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates
Series 1998-CF1 ("DLJ 98-CF1")
Dear Sirs and Madams:
This Officer's Certificate is provided to you by Banc One Mortgage Capital
Markets, LLC ("BOMCM") pursuant to Section 3.13 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. 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 (i) a
review of the activities of the Servicer during the preceding calendar year and
of its performance under this 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 fulfilled all of its obligations under this Agreement in all
material respects throughout such year (or, if there has been a default in the
fulfillment of any such obligation, it has been noted herein), and (iii) the
Servicer has received no notice regarding the qualification, or challenging the
status, of any REMIC Pool 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, LLC.
By:
Paul Smyth
Managing Director of Servicing
(LOGO) CLARION
Bruce G. Morrison
Managing Director
April 13, 1999
DLJ Commercial Mortgage Corporation
Attn: N. Dante LaRocca
277 Park Avenue, 9th Floor
New York, NY 10172
Norwest Bank Minnesota, NA
Attn: Reid Denny
11000 Broken Land Parkway
Columbia, MD 21044-3562
Clarion Capital
Attn: Dan Heflin
335 Madison Avenue, 7th Floor
New York, NY 10017
Banc One Mortgage Capital Markets, LLC
Attn: Edgar L. Smith, II
1717 Main Street, 14th Floor
Dallas, TX 75201
Standard & Poor's Ratings Services
Attn: Commercial Mortgage Surveillance
Group
26 Broadway
New York, NY 10004
Fitch IBCA, Inc.
Attn: Commercial Mortgage Surveillance
Department
One State Street Plaza
New York, NY 10004
Moody's Investors Services Inc.
Attn: Commercial MBS Monitoring Dept.
99 Church Street
New York, NY 10007
Re: DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates
Series 1998-CF1 ("DLJ 98-CF1")
Dear Sirs and Madams:
This Officer's Certificate is provided to you by Clarion Partners, LLC
("Clarion") pursuant to Section 3.13 of that certain Pooling and Servicing
Agreement ("PSA") dated as of March 1, 1998 relative to the above referenced
securitization for which Clarion 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 officer, on behalf of Clarion, hereby informs you that (i) a
review of the activities of the Special Servicer during the proceeding calendar
year and of its performance under this Agreement has been made under such
officer's supervision, (ii) to the best of such officer's knowledge, based on
such review, the Special Servicer has fulfilled all of its obligations under
this Agreement in all material respects throughout such year (or, if there has
been a default in the fulfillment of any such obligation, it has been noted
herein), and (iii) the Special Servicer has received no notice regarding the
qualification, or challenging the status, of any REMIC Pool 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,
Clarion Partners, LLC
a New York limited liability company, its authorized agent
Bruce G. Morrison
Authorized Person
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