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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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, 1997
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: 33-89374
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J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
IN RESPECT OF COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C3
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(Exact name of registrant as specified in its charter)
Delaware 13-3789046
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
c/o State Street Bank and Trust Company
Corporate Trust Department
225 Franklin Street
Boston, MA 02110
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(Address of Principal Executive Offices) Zip Code
(617) 786-3000
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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 March 27, 1998.
Not Applicable.
Number of shares of common stock outstanding as of March 27, 1998.
Not Applicable.
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Registrant has not been involved in bankruptcy proceedings during the proceeding
five years, and is not reporting as a corporate issuer.
The following documents are incorporated by reference into this Form 10-K.
None.
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J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C3
FORM 10-K
INDEX
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Page
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<S> <C>
PART I.
Item 1. Business.................................................. 1
Item 2. Properties................................................ 1
Item 3. Legal Proceedings......................................... 1
Item 4. Submission of Matters to a Vote of Security Holders....... 1
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters..................................... 1
Item 6. Selected Financial Data................................... 1
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations..................... 1
Item 8. Financial Statements and Supplementary Data............... 2
Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure..................... 2
PART III.
Item 10. Directors and Executive Officers of the Registrant........ 2
Item 11. Executive Compensation.................................... 2
Item 12. Security Ownership of Certain Beneficial Owners and
Management............................................... 2
Item 13. Certain Relationships and Related Transactions............ 2
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.................................................. 2
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.............................................................. 3
SIGNATURES................................................................ 4
INDEX OF EXHIBITS......................................................... 5
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PART I
Item 1. Business
Not Applicable.(1)
Item 2. Properties
Not Applicable.
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings involving either
of (i) the pool (the ("Pool") of Mortgage Loans constituting the property of the
Trust (the "Trust") created under the Pooling and Servicing Agreement dated as
of June 1, 1996 (the "Pooling Agreement") among J.P. Morgan Commercial Mortgage
Finance Corp., as depositor (the "Registrant"), Banc One Management and
Consulting Corporation, as master servicer and special servicer, (the "Master
Servicer"), and State Street Bank and Trust Company, as trustee (the "Trustee")
and extension advisor, pursuant to which the Certificates were issued or (ii)
with respect to the Certificates or the Pool, the Registrant, the Master
Servicer, or the Trustee with respect to the Pool other than ordinary routine
litigation, if any, incidental to the Trustee's, the Master Servicer's or the
Registrant's duties under the Pooling Agreement and not material when taken as a
whole.
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, 1997 there are an aggregate of 15 holders of
record of all Classes of the Certificates.
Item 6. Selected Financial Data
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Not Applicable.
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(1) As used herein, "Not Applicable" means that the response to the
referenced item is omitted pursuant to a request filed with the Securities and
Exchange Commission (the "Commission") for an exemption for the registrant
pursuant to Section 12(h) of the Securities Exchange Act of 1934 or is omitted
in reliance on the procedures outlined in numerous no-action letters already
issued by the Commission's Staff with respect to substantially similar trusts.
- 1 -
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Item 8. Financial Statements and Supplementary Data
Not Applicable.
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
Not Applicable.
Item 11. Executive Compensation
Not Applicable.
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by this item with respect to the security ownership of
certain owners of the Certificates is annexed hereto as Exhibit 99.
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 GMAC Commercial Mortgage
Corporation as servicer under that certain servicing agreement
relating to the Trust referenced in the Pooling Agreement is annexed
hereto as Exhibit 14(a)(1)(i).
(ii) The Annual Servicing Report of an independent public accountant
to the extent required to be delivered to the Trustee is not
currently available and will be subsequently filed on a Report on
Form 8-K.
(a)(2) Financial Statement Schedules
Not Applicable.
(a)(3) Exhibits
Not Applicable.
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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 filed with the Commission, are
incorporated into this Form 10-K by reference:
4. Pooling and Servicing Agreement dated as of June 1, 1996, by
and among J.P. Morgan Commercial Mortgage Finance Corp., as
depositor, Banc One Management and Consulting Corporation as
master servicer and special servicer, and State Street Bank
and Trust Company, as trustee and extension advisor.
99* Security Ownership of Certain Owners and Management.
(b)It has come to the attention of the undersigned that reports
on Form 8-K prepared by the undersigned for filing with the
Commission during the last quarter of the period covered by this
report and believed to have been so filed may not have been
effectively filed on Edgar. The Registrant intends to file all
such reports with the Commission as promptly as reasonably
practicable.
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* Filed herewith
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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
FINANCE CORP., IN RESPECT OF COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-C3 (Registrant)
Dated: March 30, 1998 By: State Street Bank and Trust Company,
solely in its capacity as Trustee of the
Trust for the Registrant's Commercial
Mortgage Pass-Through Certificates, Series
1996-C3 and not individually
By: /S/ William G. Swan
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William G. Swan, Vice President
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INDEX OF EXHIBITS
14(a)(1)(i) Statement of Compliance delivered by GMAC Commercial Mortgage
Corporation, as servicer
99 Security Ownership of Certain Registered Owners, as of December 31,
1997 (with original principal balances).
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EXHIBIT 14(a)(1)(i)
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GMAC Commercial Mortgage Corporation Diane M. Norberg
100 South Wacker Drive Vice President
Suite 400 CMBS Compliance
Chicago, IL 60606
Tel. 312-845-8539
Fax 312-845-8617
March 3, 1998
Banc One Management and Consulting Corporation
Attn: Chip Thies
1717 Main Street, 12th Floor
Dallas, TX 75201
J.P. MORGAN 1996 C2 AND C3
OFFICER'S CERTIFICATE
ANNUAL COMPLIANCE STATEMENT
For the Year Ended 12/31/97
Pursuant to the requirements of Section 3.07 of that certain Servicing Agreement
governing the referenced Trust, it is hereby certified that (i) the undersigned
has completed a review of the activities and performance of GMAC Commercial
Mortgage Corporation (GMACCM), as Servicer, related to its obligations under the
Servicing Agreement for the past calendar year; and (ii) to the best of the
undersigned's knowledge on the basis of that review GMACCM as Servicer has
fulfilled all of its obligations under the Servicing Agreement throughout such
calendar year in all material aspects.
/S/ Diane M. Norberg March 5, 1998
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Diane M. Norberg
Vice President Date
cc: State Street Bank and Trust Company
ATTN: Karen Beard
Corporate Trust Department
Two International Place, 5th Floor
Boston, MA 02110
Morgan Guaranty Trust Company of New York
ATTN: Nancy Alto
c/o J.P. Morgan Securities, Inc. as Agent
60 Wall Street
New York, NY 10260-0060
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J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C3
EXHIBIT 99
PAGE 1 OF 2
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
As of December 31, 1997, the following persons were known to the Registrant to
be the registered owners of more than 5% of the aggregate fractional undivided
interest evidenced by each Class of the Certificates referenced below:
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<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF HOLDERS OF RECORD OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
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<S> <C> <C> <C>
Class A1 Cede & Co. $160,000,000 100%
55 Water Street
New York, New York 10005
Class A1X Cede & Co. $ 0 100%
55 Water Street
New York, New York 10005
Class A2 Cede & Co. $112,636,000 100%
55 Water Street
New York, New York 10005
Class A2X Cede & Co. $ 0 100%
55 Water Street
New York, New York 10005
Class B Cede & Co. $24,056,000 100%
55 Water Street
New York, New York 10005
Class BCX Cede & Co. $ 0 100%
55 Water Street
New York, New York 10005
Class C Cede & Co. $26,060,000 100%
55 Water Street
New York, New York 10005
Class D Cede & Co. $14,032,000 100%
55 Water Street
New York, New York 10005
Class E Cede & Co. $8,018,000 100%
55 Water Street
New York, New York 10005
Class F Cede & Co. $26,060,000 100%
55 Water Street
New York, New York 10005
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PAGE 2 OF 2
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<S> <C> <C> <C>
Class G Cede & Co. $18,042,000 100%
55 Water Street
New York, New York 10005
Class NR Cede & Co. $12,031,989 100%
55 Water Street
New York, New York 10005
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