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, 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: 333-04554
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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.)
60 Wall Street
New York, New York 10260
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(Address of Principal Executive Offices) Zip Code
(212) 648-3636
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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|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 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 reporting
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as a corporate issuer.
The following documents are incorporated by reference into this Form 10-K.
None.
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<PAGE>
J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C3
FORM 10-K
INDEX
Page
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PART I.
Item 1. Business.................................................. 4
Item 2. Properties................................................ 4
Item 3. Legal Proceedings......................................... 4
Item 4. Submission of Matters to a Vote of Security Holders....... 4
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.................................... 5
Item 12. Security Ownership of Certain Beneficial Owners and
Management ............................................. 5
Item 13. Certain Relationships and Related Transactions............ 5
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
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PART I
Item 1. Business
The Annual Report on Form 10-K is being filed on behalf of J.P. Morgan
Commercial Mortgage Finance Corp. (the "Registrant") with respect to its
Mortgage Pass-Through Certificates, Series 1996-C3 (the "Certificates") by State
Street Bank and Trust Company, solely in its capacity as trustee 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 Capital Markets, L.L.C. successor to 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"). The Certificates are and have been from time to time identified
as the Registrant's Commercial Mortgage Pass-Through Certificates, Series
1996-C3. 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 referred 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 trust 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 filed
with the Commission. 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 Statements as to Compliance of Banc One Capital Markets, L.L.C. as
master servicer and special servicer is annexed hereto as Exhibit 14(a)(1)(i)
and Exhibit 14(a)(1)(ii), respectively. The Independent Accountant's Report of
PricewaterhouseCoopers, LLP, relating to master servicing and special servicing
of Banc One Capital Markets, L.L.C. required to be delivered to the Trustee is
annexed hereto as Exhibit 14(a)(1)(iii).
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings involving either
of (i) the Mortgage Properties or (ii) to the extent related to the Trust Fund,
the Registrant, the Master Servicer, or the Trustee with respect to the Trust
Fund 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
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<PAGE>
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 1996-C3 Certificates.
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
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 owners of the Certificates is annexed hereto as
Exhibit 99.1.
(b) Omitted.
(c) Omitted.
Item 13. Certain Relationships and Related Transactions
Omitted.
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<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements
(i) The Statements of Compliance of Banc One Capital Markets, L.L.C. as
master servicer and special servicer is annexed hereto as Exhibits
14(a)(1)(i) and 14(a)(1)(ii), respectively.
(ii) The Independent Accountant's Report of PricewaterhouseCoopers LLP
required to be delivered to the Trustee relating to Banc One Capital
Markets, L.L.C. is annexed hereto as Exhibit 14(a)(1)(iii).
(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 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.
99.1* Security Ownership of Certain Owners and Management.
(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 13, 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.
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* Filed herewith
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<PAGE>
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 of proxy
materials to the holders of its Certificates subsequent to the filing of this
Form 10-K.
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<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
FINANCE CORP. (IN RESPECT OF ITS MORTGAGE
PASS-THROUGH CERTIFICATES SERIES 1996-C3
(a/k/a COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES SERIES 1996-C3) (Registrant))
Dated: March __, 1998 By: State Street Bank and Trust Company,
solely in its capacity as Trustee of
the Trust for the Registrant's
Mortgage Pass-Through Certificates,
Series 1996-C3 and not individually
By:____________________________________
David Shepherd, Assistant Secretary
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<PAGE>
INDEX OF EXHIBITS
Exhibit No. Description
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14(a)(1)(i) Statement of Compliance by Banc One Capital Markets, L.L.C. as
Master Servicer
14(a)(1)(ii) Statement of Compliance by Banc One Capital Markets, L.L.C. as
Special Servicer
14(a)(1)(iii) Independent Accountant's Report of PricewaterhouseCoopers, LLP,
with respect to master servicing and special servicing by Banc
One Capital Markets, L.L.C.
99.1 Security Ownership of Certain Registered Owners (with original
principal balances).
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EXHIBIT 14(a)(1)(i)
Banc One Mortgage Paul Smyth
Capital Markets, L.L.C. 1717 Main Street, 12th Floor,
TX1-2495
Dallas, TX 75201
(214) 290-2505
(214) 290-3142/3415(facsimile)
March 23, 1999
Mr. David Shepherd
State Street Bank and Trust Company
Two International Place
5th Floor
Boston, Massachusetts 02110
Re: J.P. Morgan Commercial Mortgage Finance Corp. - Mortgage Pass-Through
Certificates Series 1996-C3
Dear Mr. Shepherd:
This Officer's Certificate is provided to you by Banc One Mortgage Capital
Markets, L.L.C. ("BOMCM") pursuant to the terms outlined in Section 3.07 of the
Servicing Agreement ("SA") dated as of February 1, 1996 related to the above
referenced securitization for which BOMCM acts as Master Servicer. Capitalized
terms used herein shall bear the meaning ascribed to them in the SA unless
otherwise defined in this letter.
The undersigned officer, on behalf of BOMCM, hereby informs you that (a) a
review of the activities of BOMCM as Master Servicer and of its performance
under the SA has been made under such officer's supervision during 1998; and (b)
to the best of such officer's knowledge, based on such review, it has fulfilled
all of its obligations under the SA throughout such period.
Sincerely,
BANC ONE MORTGAGE
CAPITAL MARKETS, L.L.C.
By: /s/ Paul Smyth
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Paul Smyth
Managing Director of Servicing
EXHIBIT 14(a)(1)(ii)
BANC ONE MORTGAGE
CAPITAL MARKETS, LLC
Paul Smyth
1717 Main Street, 12th Floor
Dallas, Texas 75201
Telephone: (214) 290-2505
Facsimile: (214) 290-3142
April 15, 1999
State Street Bank and Trust
Corporate Trust Department
225 Franklin Street
Boston, MA 02110
Attn: Karen Beard
BANC ONE MORTGAGE CAPITAL MARKETS, LLC
1717 Main Street, 12th Floor
Dallas, Texas 75201
Attn: Alan Wallace
RE: J.P. Morgan Commercial Mortgage Finance Corp. - Mortgage Pass-Through
Certificates for Series 1996-C3
Ladies and Gentlemen:
The Officer's Certificate is provided to you by BANC ONE MORTGAGE CAPITAL
MARKETS, LLC ("BOMCM") pursuant to Section 3.07 of that certain Servicing
Agreement ("SA") dated as of February 1, 1996 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 SA unless otherwise
defined in this letter.
The undersigned officers, on behalf of BOMCM, hereby inform you (a) that, a
review of the activities of BOMCM as Special Servicer and of its performance
under the Servicing Agreement and the Pooling and Servicing Agreement has been
made under the undersigneds' supervision for the period of time commencing
January 1, 1998 through year end 1998, (b) that, to the best of such
undersigneds' knowledge, based on such review, it has fulfilled all of its
obligations under the agreements, throughout such period.
Sincerely,
BANC ONE MORTGAGE
CAPITAL MARKETS, LLC, Special Servicer
By: /s/ Paul Smyth /s/ Edgar L. Smith, II
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Paul Smyth Edgar L. Smith, II
Managing Director Servicing Chief Operating Office
EXHIBIT 14(a)(1)(iii)
Page 1 of 2
[PRICEWATERHOUSECOOPERS LOGO]
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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.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
February 22, 1999
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Page 2 of 2
BancOne Mortgage Tel 800 887-6781
Capital Markets, LLC
TX1-2498
1717 Main Street Suite 1400
Dallas, TX 75201-2498
[BANC ONE 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 ("BOMCC") has complied in all material aspects 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
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Edgar L. Smith, II
Chief Operating Officer
J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C3
EXHIBIT 99.1
PAGE 1 OF 2
ITEM 12.Security Ownership of Certain Beneficial Owners and Management
As of December 31, 1998, 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:
<TABLE>
<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. $160,000,000.00 100%
55 Water Street
New York, New York 10041
Class A1X Cede & Co. $160,000,000.00 100%
55 Water Street
New York, New York 10041
Class A2 Cede & Co. $112,636,000.00 100%
55 Water Street
New York, New York 10041
Class A2X Cede & Co. $112,636,000.00 100%
55 Water Street
New York, New York 10041
Class B Cede & Co. $24,056,000.00 100%
55 Water Street
New York, New York 10041
Class BCX Cede & Co. $50,116,000.00 100%
55 Water Street
New York, New York 10041
Class C Cede & Co. $26,060,000.00 100%
55 Water Street
New York, New York 10041
Class D Cede & Co. $14,032,000.00 100%
55 Water Street
New York, New York 10041
Class E Cede & Co. $8,018,000.00 100%
55 Water Street
New York, New York 10041
Class F Cede & Co. $26,060,000.00 100%
55 Water Street
New York, New York 10041
<PAGE>
PAGE 2 OF 2
<S> <C> <C> <C>
Class G Cede & Co. $18,042,000.00 100%
55 Water Street
New York, New York 10041
Class NR Cede & Co. $12,031,989.00 100%
55 Water Street
New York, New York 10041
Class R1 CMI Investors 3, L.P. -0- 100%
2 Lincoln Center
5420 LBJ Freeway, Suite 515
Dallas, Texas 75240
Class R2 CMI Investors 3, L.P. -0- 100%
2 Lincoln Center
5420 LBJ Freeway, Suite 515
Dallas, Texas 75240
Class R3 CMI Investors 3, L.P. -0- 100%
2 Lincoln Center
5420 LBJ Freeway, Suite 515
Dallas, Texas 75240
</TABLE>
