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: 33-89374
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J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
In Respect OF COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C2
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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|_| N0|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.
<PAGE>
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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<PAGE>
J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C2
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....... 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.................................... 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............................................................... 7
INDEX OF EXHIBITS......................................................... 8
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<PAGE>
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-C2 (the "Certificates") by State
Street Bank and Trust Company, solely in its capacity as trustee under the
Pooling and Servicing Agreement dated as of January 1, 1996 (the "Pooling
Agreement") among J.P. Morgan Commercial Mortgage Finance Corp., as depositor
(the "Registrant"), Banc One Mortgage Capital Markets, LLC, successor to Banc
One Management and Consulting Corporation, as master servicer and special
servicer (the "Master Servicer"), AMRESCO Management, Inc., as special servicer
(the "Special Servicer") and State Street Bank and Trust Company, as trustee
(the "Trustee"). Capitalized terms used herein and not otherwise defined shall
have the respective meanings ascribed to such terms in the Pooling Agreement.
The Certificates have been and are sometimes identified as the Registrant's
Commercial Mortgage Pass-Through Certificates, Series 1996-C2.
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 Loan, 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 Statement as to Compliance of Banc One Mortgage Capital Markets, LLC
as master servicer and special servicer under that certain servicing agreement
relating to the Trust is annexed hereto as Exhibit 14(a)(1)(i) and Exhibit
14(a)(1)(ii), respectively. The Annual Statement as to Compliance of the Special
Servicer is annexed hereto as Exhibit 14(a)(1)(iv). The Independent Accountant's
Report of PricewaterhouseCoopers LLP, an independent public accountant, relating
to master servicing and special servicing by Banc One Mortgage Capital markets,
LLC, required to be delivered to the Trustee is annexed hereto as Exhibit
14(a)(1)(iii). The Annual Servicing Report of an independent public accountant
relating to the Special Servicer is annexed hereto as Exhibit 14(a)(1)(v).
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, the Special 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, the Special Servicer or
the Registrant's duties under the Pooling Agreement and not material when taken
as a whole.
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<PAGE>
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 four (4)
holders of all Classes of the Registrant's Commercial Mortgage Pass-Through
Certificates, Series 1996-C2.
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
Information required by this item with respect to the security ownership of
certain owners of the Certificates is annexed hereto as Exhibit 99.1.
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 Statement as to Compliance of Banc One Mortgage Capital
Markets, LLC as master servicer and special servicer is annexed hereto
as Exhibit 14(a)(1)(i) and (ii) respectively.
(ii) The Independent Accountant's Report of PricewaterhouseCoopers
LLC, an independent accountant with respect to master servicing and
special servicing by Banc One Mortgage Capital Markets, LLC is annexed
hereto as Exhibit 14(a)(1)(iii).
(iii) The Statement as to Compliance of AMRESCO Management, Inc., the
special servicer, with respect to its compliance with certain minimum
servicing standards is annexed hereto as Exhibit 14(a)(1)(iv).
(iv) The Independent Accountant's Report of Deloitte & Touche LLP, an
independent public accountant, with respect to special servicing by
AMRESCO Management, 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:
4. Pooling and Servicing Agreement dated as of January 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, AMRESCO Management,
Inc., as special servicer, and State Street Bank and Trust
Company, as trustee.
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-C2
a/k/a COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES SERIES 1996-C2 (Registrant))
Dated: April 14, 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-C2 and not individually
By: /s/ David Shepherd
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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, LLC as
master servicer
14(a)(1)(ii) Statement of Compliance by Banc One Capital Markets, LLC as
special servicer
14(a)(1)(iii) Independent Accountant's Report of PricewaterhouseCoopers, LLP,
an independent public accountant with respect to master servicing
and special servicing by Banc One Capital Mortgage Markets, LLC.
14(a)(1)(iv) Statement of Compliance by AMRESCO Services, L.P.
14(a)(1)(v) Independent Accountant's Report of Deloitte & Touche LLP, an
independent public accountant with respect to special servicing
by AMRESCO Management, Inc.
99.1 Security Ownership of Certain Registered Owners, as of December
31, 1998 (with original principal balances).
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EXHIBIT 14(a)(1)(i)
Banc One Mortgage Paul Smyth
Capital Markets, LLC. 1717 Main Street, 12th Floor, TX1-2495
Dallas, TX 75201
(214) 290-2505
(214) 290-3142/3416 (facsimile)
[email protected]
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 Finance Corp. - Mortgage Pass-Through
Certificates Series 1996-C2
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
Morgan Guaranty Trust Company of New York
c/o J.P. Morgan Securities Inc., as agent
60 Wall Street
New York, NY 10260-0060
Attn: Nancy S. Alto, Vice President
BANC ONE MORTGAGE CAPITAL MARKETS, LLC
1717 Main Street, 12th Floor
Dallas, TX 75201
Attn: Alan Wallace
RE: J.P. Morgan Commercial Mortgage Finance Corp. -- Mortgage Pass
Through Certificates for Series 1996-C2
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 of which BOMCM, LLC acts as a 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 (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 By: /s/ Edgar L. Smith, II
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Paul Smyth Edgar L. Smith, II
Managing Director Servicing Chief Operating Officer
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
<PAGE>
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
Exhibit 14(a)(1)(iv)
Page 1 of 3
[LOGO]
AMRESCO
Apr11 1, 1999
BY CERTIFIED MAIL
RETURN RECEIPT REQUESTED
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
Attention: Corporate Trust Department
Banc One Management and Consulting Corporation
1717 Main Street
Dallas, Texas 75201
Attention: A. Lee Nicol
Ladies and Gentlemen:
Reference is made to the First Amended and Restated Servicing Agreement (the
"Servicing Agreement") dated as of February 1, l996, among Morgan Guaranty Trust
Company of New York, as Initial Related Owner, Banc One Management and
Consulting Corporation ("Banc One"), as Master Servicer, and AMRESCO Management,
Inc. ("AMI"), as Primary Servicer and Special Servicer, which has been amended
pursuant to an Amendment No. 1 to Servicing Agreement dated as of June 1, 1996,
among the same parties. All rights, duties and obligations of Morgan Guaranty
Trust Company of New York as Related Owner have been assigned to State Street
Bank and Trust Company, as Trustee, pursuant to the Pooling and Servicing
Agreement dated as of January 1, 1996, by and among J.P. Morgan Commercial
Mortgage Finance Corp., as Depositor, Banc One, as Master Servicer and Special
Servicer, AMI, as Special Servicer, and State Street Bank and Trust Company, as
Trustee, entered into in connection with J.P. Morgan Commercial Mortgage Finance
Corp. Mortgage Pass-Through Certificates, Series 1996-C2 (the "PSA"). Effective
August 1, 1997, AMI retained its role as Special Servicer under the Servicing
Agreement and the PSA and delegated all of its remaining rights, duties and
obligations under the Servicing Agreement and the PSA to AMRESCO Services, L.P.
("ASLP").
As Vice President of AMI, I have delegated to specified officers ("Officers")
the responsibility for reviewing and monitoring the activities of AMI, and of
our performance under the Servicing Agreement and the PSA.
700 North Pearl Street o Suite 2400 o LB 342 o Dallas, Texas 75201-7424
214-953-7700
http://www.amresco.com
<PAGE>
Page 2 of 3
State Street Bank and Trust Company
Banc One Management and Consulting Corporation
April 1, 1999
Page 2
Accordingly, pursuant to Section 3.07 of the Servicing Agreement and in
accordance with certifications made to me by each of the Officers, AMI certifies
the following:
(1) A review of the activities of AMRESCO for the period from January 1, 1998 to
December 31, 1998, and of its performance under the Servicing Agreement and
the PSA has been made under the supervision of the Officers, who have in
turn been under my supervision; and
(2) To the best of my knowledge and the Officers' knowledge, based on such
review, AMI has fulfilled its obligations as Special Servicer in all
material respects under the Servicing Agreement and the PSA throughout the
period from January 1, 1998 to December 31, 1998.
Please refer to the enclosed independent accountants' report dated February 4,
1999, delivered pursuant to Section 3.08 of the Servicing Agreement, which
discusses the results of their review of AMI's activities under the Servicing
Agreement and the PSA and which is incorporated herein by reference.
Very truly yours,
/s/ Michael Carp
Michael Carp
Vice President
AMRESCO Management, Inc.
Enclosures
cc: J.P. Morgan Commercial Mortgage Finance Corp.
60 Wall Street
New York, New York 10260
Attention: Ms. Nancy Alto
Standard & Poor's Rating Service
25 Broadway
New York, New York 10004
Attention: Commercial Mortgaged Backed Securities Surveillance
<PAGE>
Page 3 of 3
State Street Bank and Trust Company
Banc One Management and Consulting Corporation
April 1, 1999
Page 3
Enclosures
Fitch Investors Service, L.P.
One State Street Plaza
New York, N.Y. 10004
Attention: Commercial Mortgage Surveillance
EXHIBIT 14(a)(1)(v)
Page 1 of 5
[DELOITTE & TOUCHE LOGO]
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Deloitte & Touche LLP Telephone: (214) 777-7000
Suite 1600
Chase Tower
2200 Ross Avenue
Dallas, Texas 75201-6778
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors of AMRESCO Management, Inc.:
We have examined management's assertion about AMRESCO Management, Inc.'s (the
"Company") compliance with the Company's servicing standards identified in
Appendix A to such assertion as of and for the year ended December 31, 1998.
Such standards were established by management based on the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
("USAP"). Management is responsible for AMRESCO's compliance with these
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 the Company's compliance with the
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 the Company's compliance with the servicing standards or its
servicing agreements.
In our opinion, management's assertion that AMRESCO Management, Inc. complied
with its established servicing standards identified in Appendix A to such
assertion as of and for the year ended December 31, 1998, is fairly stated, in
all material respects.
/s/ Deloitte & Touche LLP
February 9, 1999
[DELOITTE TOUCHE TOHMATSU LOGO]
<PAGE>
Page 2 of 5
[AMRESCO LOGO]
February 9, 1999
Deloitte & Touche LLP
Texas Commerce Tower
2200 Ross Avenue, Suite 1600
Dallas, Texas 75201
Dear Sirs:
As of and for the year ended December 31, 1998, AMRESCO Management, Inc., a
subsidiary of AMRESCO, INC., has complied in all material respects with the
minimum servicing standards set forth in Appendix A. Such standards were
established by AMRESCO Management Inc. based on the Mortgage Bankers Association
of America's Uniform Single Attestation Program for Mortgage Bankers (USAP).
A list of the portfolios covered by this representation is included in Appendix
B.
For the period January 1, 1998 through December 30, 1998 AMRESCO Management,
Inc. had in effect a fidelity bond in the amount of $23,000,000, errors and
omissions liability coverage in the amount of $10,000,000, and mortgage
impairment protection in the amount of $23,000,000. Beginning December 31, 1998,
AMRESCO Management, Inc. increased its coverage, resulting in a fidelity bond in
the amount of $43,000,000, and mortgage impairment protection in the amount of
$43,000,000. Errors and omissions liability coverage remained at $10,000,000.00.
/s/ Don M. Skidmore /s/ Ron Kirkland
- -------------------------------- ---------------------------------------
Don M. Skidmore Ron Kirkland, Senior Vice President and
Senior Vice President Chief Accounting Officer
AMRESCO, INC. AMRESCO, INC.
/s/ Elaine Miller
- --------------------------------
Elaine Miller
Director, Loan Servicing
AMRESCO, INC.
AMRESCO INC.
700 North Pearl Street o Suite 2400 o LB 342 o Dallas, Texas 75201-7424
214-953-7700
http://www.amresco.com
<PAGE>
Page 3 of 5
APPENDIX A
AMRESCO MANAGEMENT, INC. SERVICING STANDARDS
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all
custodial bank accounts and related bank clearing accounts. These
reconciliations shall:
o be mathematically accurate;
o be prepared within forty-five (45) calendar days after the
cutoff date;
o be reviewed and approved by someone other than the person who
prepared the reconciliation; and
o document explanations for reconciling items. These reconciling
items shall be resolved within ninety (90) calendar days of
their original identification.
2. Funds of the servicing entity shall be advanced in cases where there
is an overdraft in an investor's or a mortgagor's account.
3. Each custodial account shall be maintained at a federally insured
depository institution in trust for the applicable investor.
4. Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage
loan.
II. MORTGAGE PAYMENTS
1. Scheduled mortgage payments shall be deposited into the custodial
bank accounts and related bank clearing accounts within two business
days of receipt.
2. Scheduled mortgage payments made in accordance with the mortgagor's
loan documents shall be posted to the applicable mortgagor records
within two business days of receipt.
3. Scheduled mortgage payments shall be allocated to principal,
interest, insurance, taxes or other escrow items in accordance with
the mortgagor's loan documents.
4. Mortgage payments identified as loan payoffs or other nonscheduled
payments shall be allocated in accordance with the mortgagor's loan
documents.
III. DISBURSEMENTS
1. Disbursements made via wire transfer on behalf of a mortgagor or
investor shall be made only by authorized personnel.
2. Disbursements made on behalf of a mortgagor or investor shall be
posted within two business days to the mortgagor's or investor's
records maintained by the servicing entity.
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<PAGE>
Page 4 of 5
3. Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and
insurance premium notices, respectively, provided that such support
has been received by the servicing entity at least thirty (30)
calendar days prior to these dates.
4. Any late payment penalties paid in conjunction with the payment of
any tax bill or insurance premium notice shall be paid from the
servicing entity's funds and not charged to the mortgagor, unless
the late payment was due to the mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's investor reports
shall agree with canceled checks, or other form of payment, or
custodial bank statements.
6. Unused checks shall be safeguarded so as to prevent unauthorized
access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. The servicing entity's investor reports shall agree with, or
reconcile to, investors' records on a monthly basis as to the total
unpaid principal balance and number of loans serviced by the
servicing entity.
V. MORTGAGOR LOAN ACCOUNTING
1. The servicing entity's mortgage loan records shall agree with, or
reconcile to, the records of mortgagors with respect to the unpaid
principal balance on a monthly basis.
2. Adjustments on ARM loans shall be computed based on the related
mortgage note and any ARM rider.
3. Escrow accounts shall be analyzed, in accordance with the
mortgagor's loan documents, on an annual basis or as required by the
servicing agreement.
4. Interest on escrow accounts shall be paid, or credited, to
mortgagors in accordance with the servicing agreements.
VI. DELINQUENCIES
1. Records documenting collection efforts shall be maintained during
the period a loan is in default and shall be updated at least
monthly. Such records shall describe the entity's activities in
monitoring delinquent loans including, for example, phone calls,
letters and mortgage payment rescheduling plans.
VII. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in effect
on the servicing entity throughout the reporting period in the
amount of coverage represented to investors in management's
assertion.
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Page 5 of 5
APPENDIX B
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Contract Date Portfolio Trustee
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18-May-94 Cal Fed O'Connor Group
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24-Oct-94 BT/SAP Pool C Assoc. Bankers Trust/Sterling
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17-Jun-94 AB Holdings O'Connor Group
- --------------------------------------------------------------------------------
01-Jun-94 BCS/Centerbank Cargill
- --------------------------------------------------------------------------------
07-Feb-95 MBLAC NY REO Assoc. Bankers Trust/Sterling
- --------------------------------------------------------------------------------
18-Dec-92 RTC Mortgage Trust 1992-N1 Bankers Trust/Sterling & RTC
- --------------------------------------------------------------------------------
31-Jan-94 RTC Mortgage Trust 1994-N1 Bankers Trust/Sterling & RTC
- --------------------------------------------------------------------------------
15-Dec-94 RTC Mortgage Trust 1994-N2 Bankers Trust/Sterling & RTC
- --------------------------------------------------------------------------------
05-Oct-93 RTC Mortgage Trust 1993-N3 Bankers Trust/Sterling & RTC
- --------------------------------------------------------------------------------
09-Jun-95 CS First Boston First Boston
- --------------------------------------------------------------------------------
09-Jun-95 Praedium Pacific First Boston/Praedium Pacific
- --------------------------------------------------------------------------------
29-Nov-94 ACP Mortgage O'Connor Group
- --------------------------------------------------------------------------------
01-Apr-94 1994-M1 (Brazos Partners) State Street Bank & Trust
- --------------------------------------------------------------------------------
15-Mar-93 1988-NB (NationsBank) Bank of New York
- --------------------------------------------------------------------------------
01-Aug-91 1991-M1 (RTC/FDIC) State Street Bank & Trust
- --------------------------------------------------------------------------------
01-Nov-91 1991-M5 (RTC/FDIC) State Street Bank & Trust
- --------------------------------------------------------------------------------
01-Feb-92 1992-C1 (RTC/FDIC) Chemical Bank
- --------------------------------------------------------------------------------
01-Jul-92 1992-C5 (RTC/FDIC) Bank of America
- --------------------------------------------------------------------------------
01-Oct-92 1992-CHF (RTC/FDIC) Bank of America
- --------------------------------------------------------------------------------
01-Mar-93 1993-C2 (RTC/FDIC) State Street Bank & Trust
- --------------------------------------------------------------------------------
01-Nov-94 1994-C2 (RTC/FDIC) First National Bank of Chicago
- --------------------------------------------------------------------------------
01-Jul-95 1995-C1 (JP Morgan) State Street Bank & Trust
- --------------------------------------------------------------------------------
01-Jan-96 1996-C2 (JP Morgan) State Street Bank & Trust
- --------------------------------------------------------------------------------
01-May-96 1996-1 (NationsLink) Chase Manhattan Bank
- --------------------------------------------------------------------------------
01-Aug-96 1996-PML (Penn Mutual) LaSalle National Bank
- --------------------------------------------------------------------------------
01-Mar-96 Nomura 1996 D-2 LaSalle National Bank
- --------------------------------------------------------------------------------
27-Mar-97 Nomura 1997-D4 LaSalle National Bank
- --------------------------------------------------------------------------------
01-Jun-97 MSCI 1997-HFI LaSalle National Bank
- --------------------------------------------------------------------------------
11-Aug-97 GSM 1997-GL LaSalle National Bank
- --------------------------------------------------------------------------------
01-Sep-97 SASCO 1997-C1 LaSalle National Bank
- --------------------------------------------------------------------------------
24-Oct-97 Nomura 1997-D5 LaSalle National Bank
- --------------------------------------------------------------------------------
01-Nov-97 CSFB 1997-PSI State Street Bank & Trust
- --------------------------------------------------------------------------------
04-Feb-98 Nomura 1998-ST 1 LaSalle National Bank
- --------------------------------------------------------------------------------
01-Apr-98 SASCO 1998-C2 LaSalle National Bank
- --------------------------------------------------------------------------------
15-May-98 GS 1998-GSFL LaSalle National Bank
- --------------------------------------------------------------------------------
01-Oct-98 CSFB 1998-PS2 State Street Bank & Trust
- --------------------------------------------------------------------------------
01-Jun-98 Bear Stearns 1998-C1 LaSalle National Bank
- --------------------------------------------------------------------------------
01-Sep-97 JPMC 1997-C5 LaSalle National Bank
- --------------------------------------------------------------------------------
01-Jun-97 ACMF 1997-C1 LaSalle National Bank
- --------------------------------------------------------------------------------
01-Jun-97 CCMSC 1997-1 LaSalle National Bank
- --------------------------------------------------------------------------------
11-Sep-98 CAPCO 1998-D7 LaSalle National Bank
- --------------------------------------------------------------------------------
01-Mar-98 Merrill Lynch 98-C2 Norwest Bank Minnesota
- --------------------------------------------------------------------------------
01-Sep-98 Artesia 98-C1 LaSalle National Bank
- --------------------------------------------------------------------------------
J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C2
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 A Cede & Co. $207,161,000.00 100%
55 Water Street
New York, New York 10041
Class AX Cede & Co. $207,161,000.00 100%
55 Water Street
New York, New York 10041
Class B Cede & Co. $16,755,000.00 100%
55 Water Street
New York, New York 10041
Class C Cede & Co. $16,755,000.00 100%
55 Water Street
New York, New York 10041
Class D Cede & Co. $16,755,000.00 100%
55 Water Street
New York, New York 10041
Class DX Cede & Co. $50,265,000.00 100%
55 Water Street
New York, New York 10041
Class E Cede & Co. $25,134,000.00 100%
55 Water Street
New York, New York 10041
Class F Hare & Co. $2,284,000.00 100%
c/o The Bank of New York
P.O. box 11203
New York, New York 10286
Class G TTNY & Co. $10,662,000.00 100%
280 Park Avenue, 39W
New York, New York 10017
Class NR TTNY & Co. $9,143,511.00 100%
280 Park Avenue, 39W
New York, New York 10017
</TABLE>
<PAGE>
PAGE 2 OF 2
<TABLE>
<S> <C> <C> <C>
Class R-I CMI Investors 3, L.P. -0- 100%
2 Lincoln Center
5420 LBJ Freeway, Suite 515
Dallas, Texas 75240
Class R-II CMI Investors 3, L.P. -0- 100%
2 Lincoln Center
5420 LBJ Freeway, Suite 515
Dallas, Texas 75240
Class R-III CMI Investors 3, L.P. -0- 100%
2 Lincoln Center
5420 LBJ Freeway, Suite 515
Dallas, Texas 75240
</TABLE>
