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: 33-97994
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---------
J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
(In Respect of COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C4)
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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|_| 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 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 1997-C4
FORM 10-K
INDEX
Page
----
PART I.
Item 1. Business.................................................. 4
Item 2. Properties................................................ 4
Item 3. Legal Proceedings......................................... 5
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......... 6
Item 11. Executive Compensation.................................... 6
Item 12. Security Ownership of Certain Beneficial Owners and
Management.............................................. 6
Item 13. Certain Relationships and Related Transactions............ 6
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
-3-
<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 1997-C4 (the "Certificates") by State
Street Bank and Trust Company, solely in its capacity as trustee under the
Pooling and Servicing Agreement dated as of February 1, 1997 (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, special servicer
and primary servicer (the "Master Servicer"), AMRESCO Management, Inc., as
primary servicer ("AMRESCO"), GMAC Commercial Mortgage Corporation, as primary
servicer (the "GMAC") and State Street Bank and Trust Company, as trustee (the
"Trustee") and Extension Advisor. Lennar Partners, Inc. (the "Special Servicer")
has succeeded Banc One Management and Consulting Corporation as special servicer
under the Pooling Agreement. The Registrant has been informed that AMRESCO
Services, L.P. has succeeded AMRESCO as primary servicer under the Pooling
Agreement. The Certificates have been and are sometimes identified as the
Registrant's Commercial Mortgage Pass-Through Certificates, Series 1997-C4.
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.
Information with respect to this item is given by reference to the following
Annual Statements as to Compliance delivered or to be delivered by each Servicer
as required by the Pooling Agreement and the Annual Independent Public
Accountant's Servicing Reports with respect to each Servicer required by the
Pooling Agreement to be delivered to the Trustee:
The Annual Statement as to Compliance of Banc One Mortgage Capital Markets, LLC,
as master servicer is annexed hereto as Exhibit 14(a)(1)(i). The Annual
Independent Accountant's Report of PricewaterhouseCoopers, LLP, an independent
public accountant, relating to the servicing by Banc One Mortgage Capital
Markets, LLC is attached hereto as Exhibit 14(a)(1)(ii).
The Annual Statement as to Compliance of Lennar Partners, Inc. as special
servicer is annexed hereto as Exhibit 14(a)(1)(iii). The Annual Independent
Accountant's Report of Deloitte & Touche LLP, an independent public accountant,
relating to special servicing by Lennar Partners, Inc. is annexed hereto as
Exhibit 14(a)(1)(iv).
-4-
<PAGE>
The Annual Statement as to Compliance of AMRESCO Services, L.P., as primary
servicer has not yet been delivered but, subject to its availability, will be
subsequently filed in a Form 8-K. The Annual Independent Accountant's Report of
Deloitte & Touche LLP, an independent public accountant, relating to primary
servicing by AMRESCO Services, L.P. is annexed hereto as Exhibits 14(a)(1)(v).
The Annual Statement as to Compliance of GMAC Commercial Mortgage Corporation as
primary servicer is annexed hereto as Exhibit 14(a)(1)(vi). The Annual
Independent Accountant's Report of PricewaterhouseCoopers, LLP, an independent
public accountant, relating to primary servicing by GMAC Commercial Mortgage
Corporation is attached hereto as Exhibit 14(a)(1)(vii).
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, AMRESCO Services, L.P.'s, Lennar Partners,
Inc., GMAC, 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,
AMRESCO Services, L.P.'s, Lennar Partners, Inc.'s, GMAC'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 training 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 1997-C4.
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.
-5-
<PAGE>
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.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements
(i) The Annual Statement of Compliance by Banc One Mortgage Capital
Markets, LLC, as master servicer, required under the Pooling Agreement
is annexed hereto as Exhibit 14(a)(1)(i).
(ii) The Annual Independent Accountant's Report of
PricewaterhouseCoopers, LLP an independent public accountant relating
to master servicing by Banc One Mortgage Capital Markets, LLC, is
annexed hereto as Exhibit 14(a)(1)(ii).
(iii) The Annual Statement as to Compliance of Lennar Partners, Inc.,
as special servicer under the Pooling Agreement, is annexed hereto as
Exhibit 14(a)(1)(iii).
(iv) The Annual Independent Accountant's Report of Deloitte & Touche
LLP, an independent public accountant, with respect to Lennar Partners,
Inc. is annexed hereto as Exhibit 14(a)(1)(iv).
(v) The Annual Independent Accountant's Report of Deloitte & Touche
LLP, an independent accountant, with respect to AMRESCO Services, L.P.
to be delivered to the Trustee is annexed hereto as Exhibit
14(a)(1)(v).
(vi) The Annual Statement as to Compliance of GMAC Commercial Mortgage
Corporation, as primary servicer, required under the Pooling Agreement
is annexed hereto as Exhibit 14(a)(1)(vi).
(vii) The Annual Independent Accountant's Report of
PricewaterhouseCoopers, LLP, an independent accountant, with respect to
GMAC Commercial Mortgage Corporation to be delivered to the Trustee is
annexed hereto as Exhibit 14(a)(1)(vii).
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<PAGE>
(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 February 1, 1997,
by and among J.P. Morgan Commercial Mortgage Finance Corp., as
depositor, Banc One Management and Consulting Corporation as
master servicer, special servicer and primary servicer,
AMRESCO Management, Inc., as primary servicer, GMAC Commercial
Mortgage Corporation, as primary 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.
- ------------------
* Filed herewith
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.
-7-
<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
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES SERIES 1997-C4 (a/k/a MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 1997-C4)
(Registrant))
Dated: March 31, 1999 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 1997-C4 and not
individually
By: /s/ David Shepherd
------------------------------------
David Shepherd, Assistant Secretary
-8-
<PAGE>
INDEX OF EXHIBITS
Exhibit No. Description
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14(a)(1)(i) Annual Statement of Compliance by Banc One Mortgage Capital
Markets, LLC.
14(a)(1)(ii) Annual Independent Accountant's Report of PricewaterhouseCoopers,
LLP, an independent public accountant with respect to master
servicing by Banc One Mortgage Capital Markets, LLC.
14(a)(1)(iii) Annual Statement of Compliance by Lennar Partners, Inc., as
special servicer.
14(a)(1)(iv) Annual Independent Accountant's Report of Deloitte & Touche LLP,
an independent public accountant with respect to special
servicing by Lennar Partners, Inc.
14(a)(1)(v) Annual Independent Accountant's Report of Deloitte & Touche LLP,
an independent public accountant with respect to primary
servicing by AMRESCO Services, L.P.
14(a)(1)(vi) Annual Statement of Compliance by GMAC Commercial Mortgage
Corporation.
14(a)(1)(vii) Annual Independent Accountant's Report of
PricewaterhouseCoopers, LLP, an independent public accountant
with respect to primary servicing by GMAC Commercial Mortgage
Corporation.
99.1 Security Ownership of Certain Registered Owners (with original
principal balances).
-9-
EXHIBIT 14 (a)(1)(i)
Banc One Mortgage Paul Smyth
1717 Main Street, 12th Floor, TX1-2495
Capital Markets, LLC Dallas, TX 75201
(214) 290-2505
(214) 290-3142/3416 (facsimile)
[email protected]
March 23, 1999
Mr. David Shephard
State Street Bank and Trust Company
Two International Place
5th Floor
Boston, MA 02110
Ms. Nancy Alto
J.P. Morgan Securities Inc.
Commercial Mortgage Finance Group
60 Wall Street, 18th Floor
New York, NY 10260-0060
Re: J.P. Morgan Commercial Mortgage Finance Corp. - Mortgage Pass-Through
Certificates Series 1997-C4
Dear Sir and Madam:
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 3.02 of the
Pooling and Servicing Agreement ("PSA") dated as of February 1, 1997 relating 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 PSA
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 PSA has been made under such officer's supervision for 1998; and (b)
to the best of such officer's knowledge, based on such review, it has fulfilled
all of its obligations under the PSA throughout such period.
Sincerely,
BANC ONE MORTGAGE AND
CAPITAL MARKETS, L.L.C.
By: /s/Paul Smith
------------------------------
Paul Smith
Managing Director of Servicing
EXHIBIT 14 (a)(1)(ii)
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
[BANCONE 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
- ------------------------
Edgar L. Smith, II
Chief Operating Officer
EXHIBIT 14 (a)(1)(iii)
Page 1 of 4
CERTIFICATE OF OFFICER
OF
LENNAR PARTNERS, INC.
Pooling and Servicing Agreement dated as of
February 1, 1997, (the "Agreement"), by and among J.P. Morgan
Commercial Mortgage Finance Corporation, as Depositor, Banc One Mortgage
Capital Markets, LLC, as Master Servicer, State Street Bank and Trust Company,
as Trustee and Lennar Partners, Inc., as Special Servicer
(JP Morgan 1997 C4)
The undersigned, Ronald E. Schrager, as Vice President of LENNAR PARTNERS, INC.,
a Florida Corporation ("the "Company"), in accordance with Section 3.02 of the
Agreement, does hereby certify on behalf of the Company that (i) a review of the
activities of the Company during the year ended December 31, 1998 and of the
Company's performance under the Agreement has been made under my supervision,
(ii) to the best of my knowledge, based on such review, the Company has
fulfilled all of its material obligations under the Agreement throughout such
period ended December 31, 1998.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate
as of the 12th day of March, 1999.
/s/ Ronald E. Schrager
-----------------------
Ronald E. Schrager
Vice President
Lennar Partners, Inc.
<PAGE>
Page 2 of 4
Mortgage Bankers Association of America
Uniform Single Attestation Program for Mortgage Bankers
Minimum Servicing Standards Applicable to
Lennar Partners, Inc. as Special Servicer for:
JP Morgan Commercial Mortgage Finance Corporation, Series 1997-C4
<TABLE>
<CAPTION>
==========================================================================================
NOT
MINIMUM SERVICING STANDARDS APPLICABLE APPLICABLE
- ------------------------------------------------------------------------------------------
<S> <C> <C>
I. Custodial Bank Accounts
- ------------------------------------------------------------------------------------------
1. Reconciliations shall be prepared on a monthly basis for X
all custodial bank accounts and related bank clearing
accounts.
- ------------------------------------------------------------------------------------------
2. Funds of the servicing entity shall be advanced in cases X
where there is an overdraft in an investor's or a
mortgagor's account.
- ------------------------------------------------------------------------------------------
3. Each custodial account shall be maintained at a federally X
insured depository institution in trust for the applicable
investor.
- ------------------------------------------------------------------------------------------
4. Escrow funds held in trust for a mortgagor shall be X
returned to the mortgagor within thirty (30) calendar days
of payoff of the mortgage loan.
- ------------------------------------------------------------------------------------------
II. Mortgage Payments
- ------------------------------------------------------------------------------------------
1. Mortgage payments shall be deposited into the custodial X
bank accounts and related bank clearing accounts within
two business days of receipt.
- ------------------------------------------------------------------------------------------
2. Mortgage payments made in accordance with the X
mortgagor's loan documents shall be posted to the
applicable mortgagor records within two business days of
receipt.
- ------------------------------------------------------------------------------------------
3. Mortgage payments shall be allocated to principal, X
interest, insurance, taxes and other escrow items
in accordance with the mortgagor's loan documents.
- ------------------------------------------------------------------------------------------
4. Mortgage payments identified as loan payoffs shall be X
allocated in accordance with the mortgagor's loan
documents.
- ------------------------------------------------------------------------------------------
III. Disbursements
- ------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Page 3 of 4
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------
1. Disbursements made via wire transfer on behalf of a X
mortgagor or investor shall be made only by authorized
personnel
- ------------------------------------------------------------------------------------------
2. Disbursements made on behalf of a mortgagor or investor X
shall be posted within two business days to the
mortgagor's or investor's records maintained by the
servicing entity.
- ------------------------------------------------------------------------------------------
3. Tax and insurance payments shall be made on or before X
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 X
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 X
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 X
unauthorized access.
- ------------------------------------------------------------------------------------------
IV. Investor Accounting and Reporting
- ------------------------------------------------------------------------------------------
1. The servicing entity's investor reports shall agree with or X
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 X
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 X
the related mortgage note and any ARM rider.
- ------------------------------------------------------------------------------------------
3. Escrow accounts shall be analyzed, in accordance with X
the mortgagor's loan documents, on at least an annual basis.
- ------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Page 4 of 4
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------
4. Interest on escrow accounts shall be paid, or credited, to X
mortgagors in accordance with the applicable state laws.
(A compilation of state laws relating to the payment of
interest on escrow accounts may be obtained through the
MBA's FAX ON DEMAND service. For more information, contact MBA.)
- ------------------------------------------------------------------------------------------
VI. Delinquencies
- ------------------------------------------------------------------------------------------
1. Records documenting collection efforts shall be X
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 in cases where the
delinquency is deemed temporary (e.g., illness or
unemployment).
- ------------------------------------------------------------------------------------------
VII. Insurance Policies
- ------------------------------------------------------------------------------------------
1. A fidelity bond and errors and omissions policy shall be X
in effect on the servicing entity throughout the reporting
period in the amount of coverage represented to investors
in management's assertion.
==========================================================================================
</TABLE>
EXHIBIT 14(a)(1)(iv)
Page 1 of 3
[DELOITTE & TOUCHE LOGO]
- --------------------------------------------------------------------------------
Deloitte & Touche LLP Telephone: (305) 358-4141
Certified Public Accountants Facsimile: (305) 372-3160
Suite 400
200 South Biscayne Boulevard
Miami, Florida 33131-2310
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors of
Lennar Partners, Inc.:
We have examined management's assertion about Lennar Partners, Inc.'s (the
"Company") compliance with the minimum servicing standards identified in the
Mortgage Banker's Association of America's Uniform Single Attestation Program
for Mortgage Bankers (USAP) as applicable to the special servicing of commercial
and multifamily mortgage loans as of and for the year ended December 31, 1998
included in the accompanying management assertion. Management is responsible for
the Company's compliance with those applicable 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 the Company's compliance with the
applicable 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 the Company's compliance with the applicable minimum
servicing standards.
In our opinion, management's assertion that the Company complied with the
aforementioned applicable minimum servicing standards as of and for the year
ended December 31, 1998 is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP
- ----------------------------
Deloitte & Touche LLP
February 12, 1999
<PAGE>
Page 2 of 3
LENNAR PARTNERS
- --------------------------------------------------------------------------------
An LNR Company
February 12, 1999
State Street Bank & Trust Company
2 International Place 5th Floor
Boston, MA 02119
Attention: Corporate Trust Department
Re: Annual Independent Public Accountant's Servicing Report
J.P. Morgan Commercial Mortgage Finance Corp.
Commercial Mortgage Pass-Through Certificates, Series 1997-C4
To whom it may concern:
As of and for the year ended December 31, 1998, Lennar Partners, Inc. has
complied in all material respects with the applicable minimum servicing
standards set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers applicable to the commercial and
multifamily mortgages for the special servicer as noted in the attachment to
this assertion. As of and for this same period, Lennar Partners, Inc. had in
effect a fidelity bond in the amount of $7,500,000 and an errors and omissions
policy in the amount of $10,000,000.
Sincerely,
LENNAR PARTNERS, INC.
/s/ Susan K. Chapman
- ------------------------
Susan K. Chapman
Vice President
cc: Banc One Mortgage Capital Markets, LLC
1717 Main Street, 14th Floor
Dallas, TX 75201
Attention: Edgar L. Smith
<PAGE>
Page 3 of 3
State Street Bank & Trust Company
February 12, 1999
Page 2
J.P. Morgan Commercial Mortgage Finance Corp.
60 Wall Street
New York, New York 10260
Attention: President, J.P. Morgan 1997-C4
Standard & Poor's Ratings Group
25 Broadway
New York, NY 10004
Attention: Commercial Mortgage Surveillance Group
Moody's Investor's Service, Inc.
99 Church Street
New York, NY 10007
Attention: Managing Director, Commercial Mortgaged-Backed Securities
Fitch Investors Service, L.P.
One State Street Plaza, 33rd Floor
New York, NY 10004
Attention: Commercial Mortgage Surveillance Group
EXHIBIT 14(a)(1)(v)
Page 1 of 7
[DELOITTE & TOUCHE LOGO]
- --------------------------------------------------------------------------------
Deloitte & Touche LLP Telephone: (214) 777-7000
Suite 1600
Chase Tower
2200 Ross Avenue
Dallas, Texas 75201-6778
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors of AMRESCO Services, L.P.:
We have examined management's assertion about AMRESCO Services, L.P.'s (the
"Company") (a wholly owned subsidiary of AMRESCO, INC.) compliance with the
Company's servicing standards identified in the Appendix as of and for the year
ended December 31, 1998, included in the accompanying management assertion. Such
standards were established by the Company's management based on the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers ("USAP"). Management is responsible for the Company's compliance with
those applicable minimum servicing standards. 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 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 the AMRESCO Services, L.P. complied
with its established servicing standards identified in the Appendix as of and
for the year ended December 31, 1998 is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP
- ---------------------------
Deloitte & Touche LLP
February 4, 1999
<PAGE>
Page 2 of 7
[AMRESCO LOGO]
February 4, 1999
Deloitte & Touche LLP
Texas Commerce Tower
220 Ross Avenue
Suite 1600
Dallas, Texas 75201
Dear Sirs:
As of and for the year ended December 31, 1998, AMRESCO Services, L.P., 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 Services, L.P. based on Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers (USAP).
A list of the securitized and bond-related servicing contracts covered by this
representation is included in Appendix B.
For the period January 1, 1998 through December 30, 1998. AMRESCO Services, L.P.
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
Services, L.P. 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.
/s/ Donnie M. Skidmore February 4, 1999
- ------------------------------ ----------------
Donnie M. Skidmore Date
President
/s/ Daniel B. Kirby February 4, 1999
- ------------------------------ ----------------
Daniel B. Kirby Date
Senior Vice President
AMRESCO Services, L.P.
235 Peachtree Street N.E. Suite 900 Atlanta Georgia 30303
404.654.2000
http://www.amresco.com
<PAGE>
Page 3 of 7
Appendix A, Page 1
AMRESCO Services, L.P. 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. Each custodial account shall be maintained at a federally insured
depository institution in trust for the applicable investor.
3. 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.
<PAGE>
Page 4 of 7
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.
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
are 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.
<PAGE>
Page 5 of 7
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.
<PAGE>
Page 6 of 7
Appendix B, Page 1
AMRESCO Services, L.P.
Following is a list of the securitized and bond-related servicing contracts
which are covered by the attached USAP representation.
<TABLE>
<CAPTION>
Contract Date Reference Name Seller, Depositor or other Primary Party
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Aug. 1, 1991 RTC 1991 M-1 Resolution Trust Corporation
Nov. 1, 1991 RTC 1991 M-5 Resolution Trust Corporation
Mar. 1, 1992 RTC 1992 C-2 Resolution Trust Corporation
Apr. 1, 1992 RTC 1992 C-3 Resolution Trust Corporation
Sept. 1, 1992 RTC 1992 C-6 Resolution Trust Corporation
Nov. 1, 1992 RTC 1992 C-8 Resolution Trust Corporation
Jan. 1, 1993 RTC 1993 C-1 Resolution Trust Corporation
Mar. 15, 1993 Investors Savings 1988-A NationsBank if Virginia, N.A.
Aug. 12, 1993 Ross Park Mall 1993-A Penn Ross Joint Venture
Sept. 10, 1993 Salomon 1993 C-1 Salomon Brothers Mortgage Securities VII, Inc.
Oct. 26, 1993 Kidder 1993 C1 (Crown) Kidder Peabody Acceptance Corporation I
Nov. 12, 1993 DLJ 1993 MF17 DLJ Mortgage Acceptance Corp.
Dec. 1, 1993 New England 1993-1 New England Mutual Life Insurance Company
Feb. 1, 1994 Forest City 1994-1 Nomura Asset Securities Corporation
Apr. 5, 1994 Freehold Raceway Mall Freemall Finance, Inc.
June 1, 1995 NationsBanc 1995 M2 NationsBanc Mortgage Capital Corporation
Aug. 15, 1995 Lakewood 1995 C-1 Lakewood Mall Finance Company
Sept. 1, 1995 Oregon 1995-1 Oregon Commercial Mortgage, Inc. 1995-1
Oct. 1, 1995 Nomura 1995 MD IV Asset Securitization Corporation
July 1, 1995 JP Morgan 1995 C-1 J.P. Morgan Commercial Mortgage Finance Corp.
Jan. 1, 1996 JP Morgan 1996 C-2 J.P. Morgan Commercial Mortgage Finance Corp.
June 1, 1996 JP Morgan 1996 C-3 J.P. Morgan Commercial Mortgage Finance Corp.
Apr. 2, 1996 Nomura 1996 MD V Nomura Asset Securities Corporation
May 1, 1996 NationsLink 1996-1 NationsLink Funding Corporation
May 29, 1996 Equitable S/A 174 The Equitable Life Assurance Society of the U.S.
June 28, 1996 Colonial Realty LP Colonial Realty Limited Partnership
July 1, 1996 Security Capital Atlantic Security Capital Atlantic Multifamily, Inc.
Aug. 1, 1996 Crystal Mortgage 1996-1 Crystal Run Property, Inc.
Oct. 1, 1996 SASCO 1996 C-1 Structured Asset Securities Corporation
Oct. 23, 1996 Nomura 1996 D-3 Asset Securitization Corporation
Nov. 25, 1996 Hospitality 1996 C-1 Hospitality Properties Mortgage Acceptance Corp.
</TABLE>
<PAGE>
Page 7 of 7
Appendix B, Page 2
AMRESCO Services, L.P.
<TABLE>
<CAPTION>
Contract Date Reference Name Seller, Depositor or other Primary Party
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Dec. 17, 1996 Nomura 1996 MD VI Asset Securitization Corporation
Dec. 17, 1996 Potomac Gurnee Finance Potomac Gurnee Finance Corp.
Feb. 1, 1997 DB 1993-A Nomura Securities International, Inc.
Feb. 6, 1997 JP Morgan 1997 C-4 J.P. Morgan Commercial Mortgage Finance Corp.
Mar. 27, 1997 Nomura 1997 D-4 Asset Securitization Corporation
Apr. 30, 1997 Franklin Park Finance Franklin Park Finance, Inc.
Apr. 30, 1997 Willowbrook Finance Willowbrook Finance Corporation
June 30, 1997 MSCI 1997 HF1 Morgan Stanley Capital I, Inc.
June 30, 1997 MSCI 1997 WF1 Morgan Stanley Capital I, Inc.
July 8, 1997 ACMF 1997 C-1 AMRESCO Commercial Mortgage Funding I Corp.
Aug. 14, 1997 GSM 1997-GL 1 GS Mortgage Securities Corporation II
Sep. 29, 1997 SASCO 1997 C-I Structured Asset Securities Corporation
Oct. 24, 1997 Nomura 1997 D-5 Asset Securitization Corporation
Nov. 3, 1997 USC Oakbrook 1997-1 USC Oakbrook, Inc.
Nov. 25, 1997 CSFB 1997-PS1 Credit Suisse First Boston Mortgage Securities Corp.
Dec. 1, 1997 BSF Participation Trust BSF III Limited Partnership
Feb. 4, 1998 Nomura 1998-ST I Nomura Depositor Trust ST I
Feb. 27, 1998 FNMA 1998-M1 Federal National Mortgage Association
Mar. 1, 1998 MSC 1998-M1 Morgan Stanley Capital I, Inc.
Mar. 1, 1998 FUL 1997-C2 First Union Commercial Mortgage Securities, Inc.
Mar. 1, 1998 Lehman 1998-C1 Structured Asset Securities Corporation
Mar. 27, 1998 MSC 1998-HP1 Morgan Stanley Capital I, Inc.
Mar. 27, 1998 Nomura 1998-D6 Nomura Asset Securities Corporation
Mar. 30, 1998 DMARC 1998-C1 Deutsche Mortgage and Asset Receiving Corporation
Apr. 29, 1998 MCF 1998-MC1 Mortgage Capital Funding, Inc.
Apr. 29, 1998 SASCO 1998-C2 Structured Asset Securities Corporation
May 15, 1998 GS 1998-GSFL I GS Mortgage Securities Corporation II
Jun. 1, 1998 MSC 1998-WF2 Morgan Stanley Capital I, Inc.
Jun. 1, 1998 MSC 1998-XL1 Morgan Stanley Capital I, Inc.
Jul 7, 1998 Telecom/Goldman Telcom Properties, Ltd.
Aug. 27, 1998 MSC 1998-CF1 Morgan Stanley Capital I, Inc.
Sept. 30, 1998 CAPCO 1998-D7 CAPCO America Securitization Corp.
Oct. 27, 1998 CSFB 1998-PS2 Credit Suisse First Boston Mortgage Securities Corp.
Dec. 30, 1998 MCF 1998-MC3 Mortgage Capital Funding, Inc.
</TABLE>
Exhibit 14(a)(1)(vi)
- ---------------------------------------------------------------------------
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
J.P. Morgan
Series 1997-C4
Annual Statement as to Compliance
For the Year Ended December 31, 1998
Pursuant to Section 3.02 of the Pooling and Servicing Agreement governing the
referenced transaction, I hereby attest that:
i. A review of the activities of GMAC Commercial Mortgage Corporation as
Sub-Servicer during the period, and of its performance under this
Servicing Agreement, has been made under my supervision.
ii. To the best of my knowledge, based on such review, GMAC Commercial
Mortgage Corporation as Sub-Servicer, has fulfilled in all material
respects its obligations under this Servicing Agreement throughout the
period.
BY: /s/ Diane M. Norberg Date: 3/23/99
-------------------------- -------
Diane M. Norberg
Vice President
GMAC Commercial Mortgage Corporation
EXHIBIT 14(a)(1)(vii)
Page 1 of 5
[PRICEWATERHOUSECOOPERS LOGO]
- --------------------------------------------------------------------------------
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, NY 10036
Telephone (212) 596-8000
Telephone (212) 596-8910
Report of Independent Accountant's
February 24, 1999
To the Board of Directors and Shareholder of
GMAC Commercial Holding Corp.
We have examined the accompanying management assertion, dated February 24, 1999,
about GMAC Commercial Holding Corp.'s (the "Company") compliance with its
established minimum servicing standards ("Servicing Policy") as of and for the
year ended December 31, 1998. Management is responsible for the Company's
compliance with the Servicing Policy. 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 the
Servicing Policy 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 Policy.
In our opinion, management's assertion that the Company complied with the
aforementioned Servicing Policy as of and for the year ended December 31, 1998
is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP
- --------------------------------
PricewaterhouseCoopers LLP
New York, New York
<PAGE>
Page 2 of 5
GMAC
Commercial Mortgage
Report of Management
As of and for the year ended December 31, 1998, GMAC Commercial Holding Corp.
has complied in all material respects with the minimum servicing standards set
forth in the Company's minimum servicing standards (attached), which were
derived from the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers. As of and for this same period, GMAC
Commercial Mortgage Corporation had in effect a General Motors Corporation
Fidelity bond of $150 million and a GMAC Commercial Mortgage Corporation errors
and omissions policy in the amount of $50 million.
/s/ Barry A. Moore February 24, 1999
- -------------------------------
Barry A. Moore
Executive Vice President
650 Drasher Road o P.O. Box 1015 o Horsham, PA 19044-8015 o Fax 215-828-3232
<PAGE>
Page 3 of 5
GMAC COMMERCIAL HOLDING CORP.
MINIMUM 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 as specified in the
servicing agreement in cases where there is an overdraft in an
investor's or a mortgagor's account and an advance is specified in
the Investor's Servicing Agreement.
3. All cash for each custodial account shall be maintained at a
federally insured depository institution in trust for the applicable
investor or in an investment account in accordance with the
applicable servicing agreement requirements.
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. Mortgage payments which are properly identified with a GMACCM, (a
subsidiary of GMAC Commercial Holding Corp.) account number and
agree to the total amount of the scheduled payment due shall be
deposited into the clearing bank accounts and related custodial bank
accounts within two business days of receipt. Any mortgage payments
which do not meet these parameters will be researched and deposited
into the appropriate bank accounts within five business days of
receipt.
<PAGE>
Page 4 of 5
2. 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. 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 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.
3. Tax and insurance payments for those loans that are escrowed shall
be made on or before the penalty or insurance policy expiration
date, 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, and the mortgagor has agreed with the amounts due.
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 investor per the servicer's investor reports
shall agree with cancelled checks, or other form of payment, or
custodial bank statements.
6. Unissued checks shall be safeguarded so as to prevent unauthorized
access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. Monthly investor reports shall be sent on a monthly basis listing
the total unpaid principal balance and number of loans serviced.
<PAGE>
Page 5 of 5
V. MORTGAGOR LOAN ACCOUNTING
1. Adjustments on ARM loans shall be computed based on the related
mortgage note and any ARM rider.
2. Escrow accounts shall be analyzed in accordance with the mortgagor's
loan documents, on at least an annual basis.
3. Interest on escrow accounts, if required by the mortgage documents,
shall be paid, or credited, to mortgagors in accordance with the
borrower agreements.
VI. 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.
J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C4
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
-------- -------------------- ------------------------------ -------
<S> <C> <C> <C>
Class A-1 Cede & Co. $40,000,000.00 100%
55 Water Street
New York, NY 10041
Class A-2 Cede & Co. $100,124,000.00 100%
55 Water Street
New York, NY 10041
Class A-3 Cede & Co. $138,659,000.00 100%
55 Water Street
New York, NY 10041
Class B Cede & Co. $24,419,000.00 100%
55 Water Street
New York, NY 10041
Class C Cede & Co. $22,384,000.00 100%
55 Water Street
New York, NY 10041
Class D Cede & Co. $20,349,000.00 100%
55 Water Street
New York, NY 10041
Class E Cede & Co. $6,104,000.00 100%
55 Water Street
New York, NY 10041
Class F Cede & Co. $26,454,000.00 100%
55 Water Street
New York, NY 10041
Class G Cede & Co. $16,279,000.00 100%
55 Water Street
New York, NY 10041
Class NR Cede & Co. $12,213,353.00 100%
55 Water Street
New York, NY 10041
</TABLE>
<PAGE>
PAGE 2 OF 2
<TABLE>
<S> <C> <C> <C>
Class X Cede & Co. $406,985,353.00 100%
55 Water Street
New York, NY 10041
C.lass R-I Ailesbury Finance LLC -0- 100%
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Attn: Thomas N. Long
Class R-II Ailesbury Finance LLC -0- 100%
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Attn: Thomas N. Long
Class R-III Ailesbury Finance LLC -0- 100%
1912 Capitol Avenue, Suite 406
Cheyenne, WY 82001
Attn: Thomas N. Long
</TABLE>
