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OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number:
Expires:
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
(Check One): |X| Form 10-K and Form 10-KSB |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR 33-89374
CUSIP NUMBER
617059AS9 617059AW0 617059BE9
617059AT7 617059AX8 617059BA7
617059AU4 617059AY6
617059AV2 617059AZ3
For Period Ended: ___December 31, 1998_____________
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
(In Respect Of COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C2)
________________________________________________________________________________________________________
Full Name of Registrant
_N/A______________________________________________________________________________________________________________________________
Former Name if Applicable
60 Wall Street
____________________________________________________________________________________________________________________________________
Address of Principal Executive Office (Street and Number)
New York, New York 10260
____________________________________________________________________________________________________________________________________
City, State and Zip Code
PART II -- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check appropriate box.)
|X| | (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable
| effort or expense;
|
|X| | (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR,
| or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the
| subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth
| calendar day following the prescribed due date; and
|
|_| | (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach Extra Sheets if Needed.)
The Registrant's Report on Form 10-K for fiscal year ended December 31, 1998 with respect to its
Mortgage Pass-Through Certificates, Series 1996-C2 (a/k/a its Commercial Mortgage Pass-Through Certificates
Series 1996-C2) (the "Certificates") could not be filed within the prescribed time period. Pursuant to the
Pooling and Servicing Agreement dated as of January 1, 1996 (the "Pooling Agreement") pursuant to which the
Registrant's Certificates were issued, State Street Bank and Trust Company, as trustee (the "Trustee") is to file
a modified Annual Report Form 10-K with respect to the Certificates and the Trust Fund formed under the Pooling
Agreement. The Trustee has not received all of the information it needs to file the Annual Report on Form 10-K,
including the annual statements of compliance from certain of the servicers and the annual independent
accountant's reports in respect of the servicers' servicing activities. The Trustee on behalf of the Registrant
believes that such missing statements and information could not have been obtained earlier without unreasonable
effort or expense on the part of the Registrant or the Trustee. The Trustee on behalf of the Registrant intends
to file the Form 10-K on or before the 15th calendar day following the prescribed due date.
SEC 1344 (6/94)
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this notification
Amelia M. Charamba, Esq. (617) 951-2062
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of
1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If the answer
is no, identify report(s). |X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from the corresponding period
for the last fiscal year will be reflected by the earnings statements to be included in the subject
report or portion thereof? |_| Yes |X| No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
====================================================================================================================================
J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
(In Respect of its Commercial Mortgage Pass-through Certificates, Series 1996-C2
a/k/a Mortgage Pass-Through Certificates, Series 1996-C2)
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 1, 1999 By:State Street Bank and Trust Company, solely in
its capacity as trustee for J.P. Morgan Commercial
Mortgage Finance Corp.'s Commercial Mortgage
Pass-Through Certifications, Series 1996-C2
and not individually
By:/s/ David Shepherd
David Shepherd, Assistant Secretary
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