<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: May 27, 1998
(Date of earliest event reported)
Morgan Stanley Capital I Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-45467- 13-3291626
- -------------------------------------------------------------------------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1585 Broadway, New York, N.Y. 10036
- -------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 761-4000
<PAGE>
ITEM 5. OTHER EVENTS.
Attached as exhibits to this Current Report are (i) the consent of
Hospitality Valuation Services ("Hospitality Valuation") furnished to the
Registrant by Hospitality Valuation in respect of the Registrant's proposed
offering of Commercial Mortgage Pass-Through Certificates, Series 1998-XL1 (the
"Certificates"); (ii) the consent of Aaron & Wright Incorporated ("Aaron &
Wright") furnished to the Registrant by Aaron & Wright in respect of the
Registrant's proposed offering of the Certificates; (iii) the consents of
Cushman & Wakefield, Inc. ("Cushman & Wakefield") furnished to the Registrant
by Cushman & Wakefield in respect of the Registrant's proposed offering of the
Certificates; (iv) the consents of CB Commercial Real Estate Group, Inc. ("CB
Commercial") furnished to the Registrant by CB Commercial in respect of the
Registrant's proposed offering of the Certificates; (v) the consent of Miller
Appraisal Group, Inc. ("Miller") furnished to the Registrant by Miller in
respect of the Registrant's proposed offering of the Certificates; (vi) the
consent of Michael Franenthal & Associates, Inc. ("Franenthal") furnished to
the Registrant by Franenthal in respect of the Registrant's proposed offering
of the Certificates; (vii) the consent of CB Richard Ellis Inc. Appraisal
Division ("Ellis") furnished to the Registrant by Ellis in respect of the
Registrant's proposed offering of the Certificates; (viii) the consent of
Mastorakos-Hurd, Inc. ("Mastorakos-Hurd") furnished to the Registrant by
Mastorakos-Hurd in respect of the Registrant's proposed offering of the
Certificates; (ix) the consent of Real Estate Counselors International, Inc.
("Counselors International") furnished to the Registrant by Counselors
International in respect of the Registrant's proposed offering of the
Certificates; (x) the consent of Byrne McKinney & Associates, Inc. ("Byrne
McKinney") furnished to the Registrant by Byrne McKinney in respect of the
Registrant's proposed offering of the Certificates; (xi) the consent of Rule &
Co. Inc. ("Rule") furnished to the Registrant by Rule in respect of the
Registrant's proposed offering of the Certificates; (xii) the consent of Joseph
J. Blake & Associates ("Blake") furnished to the Registrant by Blake in respect
of the Registrant's proposed offering of the Certificates; (xiii) the consents
of Landauer Associates, Inc. ("Landauer") furnished to the Registrant by
Landauer in respect of the Registrant's proposed offering of the Certificates;
and (xiv) certain property appraisals (the "Property Appraisals") furnished to
the Registrant by Hospitality Valuation, Aaron & Wright, Cushman & Wakefield,
CB Commercial Real Estate Group, Inc., Miller, Franenthal, Ellis,
Mastorakos-Hurd, Real Estate Counselors International, Byrne McKinney, Rule,
Blake and Landauer (the "Appraisers") in respect of the Registrant's proposed
offering of the Certificates.
The Certificates will be offered pursuant to a Prospectus and related
Prospectus Supplement (together, the "Prospectus"), which will be filed with
the Commission pursuant to Rule 424 under the Securities Act of 1933, as
amended (the "Act"). The offer and sale contemplated by the Prospectus of the
Certificates will be registered pursuant to the Act under the Registrant's
Registration Statement on Form S-3 (No. 033-45467) (the "Registration
Statement"). The Registrant hereby incorporates the Appraisers' consents and
the Property Appraisals by reference in the Prospectus and the Registration
Statement.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
<TABLE>
<CAPTION>
Item 601(a) of Regulation S-K
Exhibit No. Description
- ------------------------------ -----------
<S> <C>
23.1 Consent of Hospitality Valuation Services dated October 21, 1997
23.2 Consent of Aaron & Wright Incorporated dated March 26, 1998
23.3 Consent of Cushman & Wakefield, Inc. dated May 15, 1998
23.4 Consent of CB Commercial Real Estate Group, Inc. dated May 20, 1998
23.5 Consent of CB Commercial Real Estate Group, Inc. dated May 19, 1998
23.6 Consent of Miller Appraisal Group, Inc. dated May 18, 1998
23.7 Consent of Michael Franenthal & Associates, Inc. dated May 14, 1998
23.8 Consent of CB Richard Ellis, Inc. Appraisal Division dated May 15, 1998
23.9 Consent of Mastorakos-Hurd, Inc. dated May 18, 1998
23.10 Consent of Real Estate Counselors International, Inc. dated May 14, 1998
23.11 Consent of Byrne McKinney & Associates, Inc. dated May 19, 1998
23.12 Consent of Rule & Co., Inc. dated May 14, 1998
23.13 Consent of Joseph J. Blake & Associates dated May 14, 1998
23.14 Consent of Landauer Associates, Inc., dated March 25, 1998
3
<PAGE>
99.1 Appraisal for Hotel Del Coronado
99.2 Appraisal for CenterAmerica - Braes Heights
99.3 Appraisal for CenterAmerica - Braes Oaks
99.4 Appraisal for CenterAmerica - Brenham Four Corners
99.5 Appraisal for CenterAmerica - Broadway
99.6 Appraisal for CenterAmerica - Bryan Square
99.7 Appraisal for CenterAmerica - Carmel Village
99.8 Appraisal for CenterAmerica - Cedar Bellaire
99.9 Appraisal for CenterAmerica - Clear Lake Camino South
99.10 Appraisal for CenterAmerica - Countryside Village
99.11 Appraisal for CenterAmerica - El Camino
99.12 Appraisal for CenterAmerica - Five Points
99.13 Appraisal for CenterAmerica - Forest Hills
99.14 Appraisal for CenterAmerica - Highland Village
99.15 Appraisal for CenterAmerica - Highland Village Town Center
99.16 Appraisal for CenterAmerica - Huntington Village
99.17 Appraisal for CenterAmerica - Jeff Davis
99.18 Appraisal for CenterAmerica - Jefferson Park
99.19 Appraisal for CenterAmerica - Klein Square
99.20 Appraisal for CenterAmerica - Lamar Plaza
99.21 Appraisal for CenterAmerica - Lazybrook
99.22 Appraisal for CenterAmerica - League City
99.23 Appraisal for CenterAmerica - Long Point Plaza
99.24 Appraisal for CenterAmerica - Maplewood
4
<PAGE>
99.25 Appraisal for CenterAmerica - Moore Plaza West
99.26 Appraisal for CenterAmerica - Moore Square (North 45)
99.27 Appraisal for CenterAmerica - Moore Village
99.28 Appraisal for CenterAmerica - North Hills Village
99.29 Appraisal for CenterAmerica - Northgate Square
99.30 Appraisal for CenterAmerica - Northtown Plaza
99.31 Appraisal for CenterAmerica - Palm Plaza
99.32 Appraisal for CenterAmerica - Park Plaza
99.33 Appraisal for CenterAmerica - Parkview East
99.34 Appraisal for CenterAmerica - Parkview West
99.35 Appraisal for CenterAmerica - Parktown Center / Parktown Center East
99.36 Appraisal for CenterAmerica - Stevens Park
99.37 Appraisal for CenterAmerica - Tanglewilde
99.38 Appraisal for CenterAmerica - Texas City
99.39 Appraisal for CenterAmerica - Tidwell Place
99.40 Appraisal for CenterAmerica - Village Plaza
99.41 Appraisal for CenterAmerica - Washington Square
99.42 Appraisal for CenterAmerica - Webb Royal
99.43 Appraisal for CenterAmerica - Williamstown Square
99.44 Appraisal for CenterAmerica - Wynnewood
99.45 Appraisal for Wells Fargo Tower
99.46 Appraisal for West Town Mall
99.47 Appraisal for Magellan - Acacia Park
99.48 Appraisal for Magellan - Bradbury Place
5
<PAGE>
99.49 Appraisal for Magellan - Canterbury Hills
99.50 Appraisal for Magellan - Dobson Springs
99.51 Appraisal for Magellan - El Royale
99.52 Appraisal for Magellan - Harbor Grande
99.53 Appraisal for Magellan - Las Palmas
99.54 Appraisal for Magellan - Maryland Meadows
99.55 Appraisal for Magellan - Northwood Village
99.56 Appraisal for Magellan - Rancho Las Brisas
99.57 Appraisal for Magellan - Sea Bluffs
99.58 Appraisal for Glenborough - 700 South Washington
99.59 Appraisal for Glenborough - Centerstone Plaza
99.60 Appraisal for Glenborough - Fisher Pierce
99.61 Appraisal for Glenborough - Lakepoint I, II, III
99.62 Appraisal for Glenborough - Overlook Apartments
99.63 Appraisal for Glenborough - Riverview Office Tower
99.64 Appraisal for Glenborough - Southworth-Milton
99.65 Appraisal for Glenborough - Westford Corporate Center
99.66 Appraisal for Glenborough - Woodlands Plaza II
99.67 Appraisal for Glenborough - Woodlands Tech Center
99.68 Appraisal for Ramco - Frazer
99.69 Appraisal for Ramco - Stonegate Plaza
99.70 Appraisal for Ramco - Northwest Crossing
99.71 Appraisal for Ramco - Ridgeview Crossing
99.72 Appraisal for Ramco - Taylors Square
6
<PAGE>
99.73 Appraisal for Ramco - Troy Town
99.74 Appraisal for Ramco - West Allis
99.75 Appraisal for EQR - Glengarry Club Apartments
99.76 Appraisal for EQR - Plum Tree Apartments
99.77 Appraisal for EQR - Ravinia Apartments
99.78 Appraisal for EQR - The Gates at Carlson Center
99.79 Appraisal for EQR - The Woodlands of Brookfield
99.80 Summary of Appraisal for Courthouse Plaza
99.81 Appraisal for Charlestowne Mall
99.82 Appraisal for Quail Springs Mall
</TABLE>
7
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
Registrant by the undersigned thereunto duly authorized.
MORGAN STANLEY CAPITAL I INC.
By: s/ James E. Flaum
--------------------------
Name: James E. Flaum
Title: Vice President
Date: May 27, 1998
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Item 601(a) Paper (P)
of Regulation S-K or
Exhibit No. Description Electronic (E)
- ----------- ------------ --------------
<S> <C> <C>
23.1 Consent of Hospitality Valuation Services dated October 21, 1997 E
23.2 Consent of Aaron & Wright Incorporated dated March 26, 1998 E
23.3 Consent of Cushman & Wakefield, Inc. dated May 15, 1998 E
23.4 Consent of CB Commercial Real Estate Group, Inc. dated May 20, 1998 E
23.5 Consent of CB Commercial Real Estate Group, Inc. dated May 19, 1998 E
23.6 Consent of Miller Appraisal Group, Inc. dated May 18, 1998 E
23.7 Consent of Michael Franenthal & Associates, Inc. dated May 14, 1998 E
23.8 Consent of CB Richard Ellis, Inc. Appraisal Division dated May 15, 1998 E
23.9 Consent of Mastorakos-Hurd, Inc. dated May 18, 1998 E
23.10 Consent of Real Estate Counselors International, Inc. dated May 14, 1998 E
23.11 Consent of Byrne McKinney & Associates, Inc. dated May 19, 1998 E
23.12 Consent of Rule & Co., Inc. dated May 14, 1998 E
<PAGE>
23.13 Consent of Joseph J. Blake & Associates dated May 14, 1998 E
23.14 Consent of Landauer Associates, Inc., dated March 25, 1998 E
99.1 Appraisal for Hotel Del Coronado P
99.2 Appraisal for CenterAmerica - Braes Heights P
99.3 Appraisal for CenterAmerica - Braes Oaks P
99.4 Appraisal for CenterAmerica - Brenham Four Corners P
99.5 Appraisal for CenterAmerica - Broadway P
99.6 Appraisal for CenterAmerica - Bryan Square P
99.7 Appraisal for CenterAmerica - Carmel Village P
99.8 Appraisal for CenterAmerica - Cedar Bellaire P
99.9 Appraisal for CenterAmerica - Clear Lake Camino South P
99.10 Appraisal for CenterAmerica - Countryside Village P
99.11 Appraisal for CenterAmerica - El Camino P
99.12 Appraisal for CenterAmerica - Five Points P
99.13 Appraisal for CenterAmerica - Forest Hills P
99.14 Appraisal for CenterAmerica - Highland Village P
99.15 Appraisal for CenterAmerica - Highland Village Town Center P
99.16 Appraisal for CenterAmerica - Huntington Village P
99.17 Appraisal for CenterAmerica - Jeff Davis P
-5-
<PAGE>
99.18 Appraisal for CenterAmerica - Jefferson Park P
99.19 Appraisal for CenterAmerica - Klein Square P
99.20 Appraisal for CenterAmerica - Lamar Plaza P
99.21 Appraisal for CenterAmerica - Lazybrook P
99.22 Appraisal for CenterAmerica - League City P
99.23 Appraisal for CenterAmerica - Long Point Plaza P
99.24 Appraisal for CenterAmerica - Maplewood P
99.25 Appraisal for CenterAmerica - Moore Plaza West P
99.26 Appraisal for CenterAmerica - Moore Square (North 45) P
99.27 Appraisal for CenterAmerica - Moore Village P
99.28 Appraisal for CenterAmerica - North Hills Village P
99.29 Appraisal for CenterAmerica - Northgate Square P
99.30 Appraisal for CenterAmerica - Northtown Plaza P
99.31 Appraisal for CenterAmerica - Palm Plaza P
99.32 Appraisal for CenterAmerica - Park Plaza P
99.33 Appraisal for CenterAmerica - Parkview East P
99.34 Appraisal for CenterAmerica - Parkview West P
99.35 Appraisal for CenterAmerica - Parktown Center / Parktown Center East P
99.36 Appraisal for CenterAmerica - Stevens Park P
99.37 Appraisal for CenterAmerica - Tanglewilde P
-6-
<PAGE>
99.38 Appraisal for CenterAmerica - Texas City P
99.39 Appraisal for CenterAmerica - Tidwell Place P
99.40 Appraisal for CenterAmerica - Village Plaza P
99.41 Appraisal for CenterAmerica - Washington Square P
99.42 Appraisal for CenterAmerica - Webb Royal P
99.43 Appraisal for CenterAmerica - Williamstown Square P
99.44 Appraisal for CenterAmerica - Wynnewood P
99.45 Appraisal for Wells Fargo Tower P
99.46 Appraisal for West Town Mall P
99.47 Appraisal for Magellan - Acacia Park P
99.48 Appraisal for Magellan - Bradbury Place P
99.49 Appraisal for Magellan - Canterbury Hills P
99.50 Appraisal for Magellan - Dobson Springs P
99.51 Appraisal for Magellan - El Royale P
99.52 Appraisal for Magellan - Harbor Grande P
99.53 Appraisal for Magellan - Las Palmas P
99.54 Appraisal for Magellan - Maryland Meadows P
99.55 Appraisal for Magellan - Northwood Village P
99.56 Appraisal for Magellan - Rancho Las Brisas P
99.57 Appraisal for Magellan - Sea Bluffs P
99.58 Appraisal for Glenborough - 700 South Washington P
99.59 Appraisal for Glenborough - Centerstone Plaza P
-7-
<PAGE>
99.60 Appraisal for Glenborough - Fisher Pierce P
99.61 Appraisal for Glenborough - Lakepoint I, II, III P
99.62 Appraisal for Glenborough - Overlook Apartments P
99.63 Appraisal for Glenborough - Riverview Office Tower P
99.64 Appraisal for Glenborough - Southworth-Milton P
99.65 Appraisal for Glenborough - Westford Corporate Center P
99.66 Appraisal for Glenborough - Woodlands Plaza II P
99.67 Appraisal for Glenborough - Woodlands Tech Center P
99.68 Appraisal for Ramco - Frazer P
99.69 Appraisal for Ramco - Stonegate Plaza P
99.70 Appraisal for Ramco - Northwest Crossing P
99.71 Appraisal for Ramco - Ridgeview Crossing P
99.72 Appraisal for Ramco - Taylors Square P
99.73 Appraisal for Ramco - Troy Town P
99.74 Appraisal for Ramco - West Allis P
99.75 Appraisal for EQR - Glengarry Club Apartments P
99.76 Appraisal for EQR - Plum Tree Apartments P
99.77 Appraisal for EQR - Ravinia Apartments P
99.78 Appraisal for EQR - The Gates at Carlson Center P
-8-
<PAGE>
99.79 Appraisal for EQR - The Woodlands of Brookfield P
99.80 Summary of Appraisal for Courthouse Plaza P
99.81 Appraisal for Charlestowne Mall P
99.82 Appraisal for Quail Springs Mall P
</TABLE>
-9-
<PAGE>
Exhibit 23.1
CONSENT OF CONSULTANT
We consent to the inclusion of any form (whether in paper or digital format,
including any electronic media such as CD-ROM or the Internet) of the
Prospectus Supplement relating to Morgan Stanley Capital I Inc., Commercial
Pass-Through Certificates, Series 1998-XL1, of our market study and/or
appraisal with respect to the property Hotel Del Coronado and we consent to the
reference to our firm under the caption "Experts" in any such Prospectus
Supplement.
HOSPITALITY VALUATION SERVICES
By: /s/ Anne Lloyd-Jones
---------------------
Name: Anne Lloyd-Jones
Title: Senior Vice President
Signed on October 21, 1997
<PAGE>
Exhibit 23.2
[MORGAN STANLEY MORTGAGE CAPITAL LETTERHEAD]
March 26, 1998
Mr. Martin Aaron
Aaron & Wright Incorporated
2600 Southwest Freeway
Suite 708
Houston, Texas 77098
Dear Marty:
We would like to hire Aaron & Wright to perform market studies for 46
properties owned by CenterAmerica Property Trust, L.P. ("CenterAmerica") for
use by Morgan Stanley Mortgage Capital Inc. ("MSMC") in connection with its
underwriting of a loan (the "Loan") to a subsidiary of CenterAmerica and the
subsequent securitization (the "Securitization") of such Loan on the following
terms and conditions.
Properties: 46 properties (the "Properties") owned by CenterAmerica
Capital Partnership, L.P., each of which is located in the State of Texas.
Scope of Work: Aaron & Wright will prepare a market study for each of
the Properties substantially in the form of Exhibit A.
Fees: $65,000 for all 46 market studies, which amount includes all of
Aaron & Wright's fees, costs and expenses. This fee shall be paid as follows:
$32,500 shall be paid upon the execution and delivery of this letter agreement
and $32,500 shall be paid upon completion of the market studies.
Timing: All of the market studies will be completed and delivered to
MSMC within 3 weeks of the date hereof, time being of the essence.
<PAGE>
Mr. Martin Aaron
March 26, 1998
Page 2
Intended Use of Market Study: The market studies are to be used in
connection with MSMC's underwriting and financing of the Loan and in connection
with the Securitization.
Complete Market Study: Aaron & Wright will deliver complete market
studies for each of the Properties. The results of the market studies will be
conveyed in three copies of the reports. In addition, the complete reports will
be delivered on diskette.
Inclusion in Offering Materials: By signing where indicated below,
you consent to the inclusion of any form (whether in paper or digital format,
including any electronic media such as CD-ROM or the Internet) of the
Prospectus Supplement relating to MSMC's or its affiliates' Commercial
Pass-Through Certificates (which you understand is a type of "Securitization"
defined as an offering of debt securities that, as applicable, are registered
with the Securities Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Act") or are privately placed pursuant to an exemption from
the Act, in which the Properties are part of a pool of properties owned by
various non-affiliated owners collateralizing such offering) of your market
studies with respect to each of the Properties, and you consent to the
reference to Aaron & Wright under the caption "Experts" in such Prospectus
Supplement.
Availability: By signing where indicated below, you agree to cooperate
in answering questions in connection with the Securitization. You also agree to
respond to appropriate reviews of the market studies.
Wiring Instructions: The initial payment of $32,500 shall be sent by
wire to the following account:
Frost National Bank
Routing Number 114000093
To Credit Frost National Bank
To Further Credit Aaron & Wright Incorporated
Account #130059584
<PAGE>
Mr. Martin Aaron
March 26, 1998
Page 3
If the foregoing is acceptable to you please indicate your agreement
to be bound by the terms contained herein by signing where indicated below.
Very truly yours,
/s/Shirish Godbole
-----------------------
Shirish Godbole
Vice President
Agreed to and Consented:
AARON & WRIGHT INCORPORATED
By: /s/Martin Aaron
---------------------------------
Name: Martin Aaron MAI, SRA
Title: Principal
<PAGE>
EXHIBIT A
FORM OF MARKET STUDY
<PAGE>
Exhibit 23.3
CONSENT OF CONSULTANT
We consent to the inclusion of our appraisal(s) with respect to the property
listed on the attached annex in or with any form (whether in paper or digital
format, including any electronic media such as CD-ROM or the Internet) of any
Prospectus Supplement or any other offering document relating to Morgan Stanley
Capital I Inc., Commercial Pass-Through Certificates (which we understand is a
type of "Securitization" defined as an offering of securities that, as
applicable, are registered with the Securities Exchange Commission ("SEC")
pursuant to the Securities Act of 1933, as amended (the "Act") or are privately
placed pursuant to an exemption from the Act, in which the property appraised
is part of a pool of properties owned by various non-affiliated owners
collateralizing such offering), and in any Registration Statement filed with
the SEC that includes such a Prospectus Supplement and we consent to the
reference to our firm under the caption "Experts" in any such Prospectus
Supplement, offering document or Registration Statement.
Firm: Cushman & Wakefield, Inc.
By: /s/ Frank P. Liantonio
----------------------
Date: May 15, 1998
---------------------
<PAGE>
ANNEX TO CONSENT OF CONSULTANT
Cushman & Wakefield, Inc.
NAME OF PROPERTY MARKET STUDY OR APPRAISAL DATED
---------------- ------------------------- -----
GLENBOROUGH REALTY TRUST
- ------------------------
Southworth-Milton Appraisal May 21, 1997
Fisher Pierce (90 Libbey Appraisal May 13, 1997
Industrial Parkway)
EOR PORTFOLIO
- -------------
The Gates at Carlson Center Appraisal February 20, 1998
Glengarry Club Apartments Appraisal February 26, 1998
Ravinia Apartments Appraisal February 27, 1998
The Woodlands Appraisal February 27, 1998
Plum Tree Apartments Appraisal February 27, 1998
WELLS FARGO TOWER Appraisal February 27, 1998
- -----------------
QUAIL SPRINGS MALL Market Study April 7, 1998
- ------------------
WEST TOWN MALL Appraisal September 4, 1997
- --------------
<PAGE>
Exhibit 23.4
CONSENT OF CONSULTANT
We consent to the inclusion of our appraisal(s) with respect to the property
listed on the attached annex in or with any form (whether in paper or digital
format, including any electronic media such as a CD-ROM or the Internet) of any
Prospectus Supplement or any other offering document relating to Morgan Stanley
Capital I Inc., Commercial Pass-Through Certificates (which we understand is a
type of "Securitization" defined as an offering of securities that, as
applicable, are registered with the Securities Exchange Commission ("SEC")
pursuant to the Securities Act of 1933, as amended (the "Act") or are privately
placed pursuant to an exemption from the Act, in which the property appraised is
part of a pool of properties owned by various non-affiliated owners
collateralizing such offering), and in any Registration Statement filed with the
SEC that includes such a Prospectus Supplement and we consent to the reference
to our firm under the caption "Experts" in any such Prospectus Supplement,
offering document or Registration Statement.
Firm: CB Commercial Real Estate Group, Inc.
By: /s/ J. Scott Prosch
--------------------------------
Date: 05/20/98
--------------------------------
<PAGE>
ANNEX TO CONSENT OF CONSULTANT
CB Commercial Real Estate Group, Inc.
<TABLE>
<CAPTION>
NAME OF PROPERTY MARKET STUDY OR APPRAISAL DATED
------------------ ------------------------- ---------
<S> <C> <C>
MAGELLAN APARTMENT PORTFOLIO
- ----------------------------
Canterbury Hills Appraisal September 15, 1997
Dobson Springs Appraisal September 10, 1997
Las Palmas Appraisal September 12, 1997
Maryland Meadows Appraisal September 11, 1997
Northwood Village Appraisal September 22, 1997
</TABLE>
<PAGE>
Exhibit 23.5
CONSENT OF CONSULTANT
We consent to the inclusion of our appraisal(s) with respect to the property
listed on the attached annex in or with any form (whether in paper or digital
format, including any electronic media such as CD-ROM or the Internet) of any
Prospectus Supplement or any other offering document relating to Morgan Stanley
Capital I Inc., Commercial Pass-Through Certificates (which we understand is a
type of "Securitization" defined as an offering of securities that, as
applicable, are registered with the Securities Exchange Commission ("SEC")
pursuant to the Securities Act of 1933, as amended (the "Act") or are privately
placed pursuant to an exemption from the Act, in which the property appraised
is part of a pool of properties owned by various non-affiliated owners
collateralizing such offering), and in any Registration Statement filed with
the SEC that includes such a Prospectus Supplement and we consent to the
reference to our firm under the caption "Experts" in any such Prospectus
Supplement, offering document or Registration Statement.
Firm: CB Commercial Real Estate
Group, Inc.
By: /s/ Michael Breul
-------------------------------
Date: 5/19/98
-----------------------------
<PAGE>
ANNEX TO CONSENT OF CONSULTANT
CB COMMERCIAL REAL ESTATE GROUP, INC.
<TABLE>
<CAPTION>
NAME OF PROPERTY MARKET STUDY OR APPRAISAL DATED
- ----------------------------- --------------------------- -------------------
<S> <C> <C>
MAGELLAN APARTMENT PORTFOLIO
- -----------------------------
Acacia Park Appraisal September 20, 1997
Bradbury Place Appraisal September 22, 1997
El Royale Appraisal September 22, 1997
Harbor Grand Appraisal September 22, 1997
Rancho Las Brisas Appraisal September 20, 1997
Sea Bluffs Appraisal September 20, 1997
</TABLE>
<PAGE>
Exhibit 23.6
CONSENT OF CONSULTANT
We consent to the inclusion of our appraisal(s) with respect to the property
listed on the attached annex in or with any form (whether in paper or digital
format, including any electronic media such as CD-ROM or the Internet) of any
Prospectus Supplement or any other offering document relating to Morgan Stanley
Capital I Inc., Commercial Pass-Through Certificates (which we understand is a
type of "Securitization" defined as an offering of securities that, as
applicable, are registered with the Securities Exchange Commission ("SEC")
pursuant to the Securities Act of 1933, as amended (the "Act") or are privately
placed pursuant to an exemption from the Act, in which the property appraised
is part of a pool of properties owned by various non-affiliated owners
collateralizing such offering), and in any Registration Statement filed with
the SEC that includes such a Prospectus Supplement and we consent to the
reference to our firm under the caption "Experts" in any such Prospectus
Supplement, offering document or Registration Statement.
Firm: Miller Appraisal Group, Inc.
By: /s/ Marilyn Miller
---------------------
Date: 5/18/98
---------------------
<PAGE>
ANNEX TO CONSENT OF CONSULTANT
MILLER APPRAISAL GROUP, INC.
<TABLE>
<CAPTION>
NAME OF PROPERTY MARKET STUDY OR APPRAISAL DATED
- ------------------------- --------------------------- --------------
<S> <C> <C>
GLENBOROUGH REALTY TRUST
700 South Washington Appraisal
</TABLE>
<PAGE>
Exhibit 23.7
CONSENT OF CONSULTANT
We consent to the inclusion of our appraisal(s) with respect to the
property listed on the attached annex in or with any form (whether in paper or
digital format, including any electronic media such as CD-ROM or the Internet)
of any Prospectus Supplement or any other offering document relating to Morgan
Stanley Capital I, Inc., Commercial Pass-Through Certificates (which we
understand is a type of "Securitization" defined as an offering of securities
that, as applicable, are registered with the Securities Exchange Commission
("SEC") pursuant to the Securities Act of 1933, as amended (the "Act") or are
privately placed pursuant to an exemption from the Act, in which the property
appraised is part of a pool of properties owned by various non-affiliated
owners collateralizing such offering), and in any Registration Statement filed
with the SEC that includes such a Prospectus Supplement and we consent to the
reference to our firm under the caption "Experts" in any such Prospectus
Supplement, offering document or Registration Statement.
Firm: Michael Framenthal & Associates, Inc.
By: /s/ Michael Framenthal
------------------------------------
Date: 5/14/98
----------------------------------
<PAGE>
ANNEX TO CONSENT OF CONSULTANT
MICHAEL FRAMENTHAL & ASSOCIATES, INC.
<TABLE>
<CAPTION>
NAME OF PROPERTY MARKET STUDY OR APPRAISAL DATED
- ------------------------- --------------------------- --------------
<S> <C> <C>
GLENBOROUGH REALTY TRUST
Centerstone Plaza Appraisal June 11, 1997
</TABLE>
<PAGE>
Exhibit 23.8
CONSENT OF CONSULTANT
We consent to the inclusion of our appraisal with respect to the property
known as Lakepoint I, II & III located in Orlando, Florida in or with any form
(whether in paper or digital format, including any electronic media such as
CD-ROM or the Internet) of any Prospectus Supplement or any other offering
document relating to Morgan Stanley Capital I Inc., Commercial Pass-Through
Certificates (which we understand is a type of "Securitization" defined as an
offering of securities that, as applicable, are registered with the Securities
Exchange Commission ("SEC") pursuant to the Securities Act of 1933, as amended
(the "Act") or are privately placed pursuant to an exemption from the Act, in
which the property appraised is part of a pool of properties owned by various
non-affiliated owners collateralizing such offering), and in any Registration
Statement filed with the SEC that includes such a Prospectus Supplement and we
consent to the reference to our firm under the caption "Experts" in any such
Prospectus Supplement, offering document or Registration Statement.
Firm: CB Richard Ellis, Inc.
Appraisal Division
By: /s/ Sam Hines
------------------------------------
Date: 05/15/98
----------------------------------
<PAGE>
Exhibit 23.9
CONSENT OF CONSULTANT
We consent to the inclusion of our appraisal(s) with respect to the
property listed on the attached annex in or with any form (whether in paper or
digital format, including any electronic media such as CD-ROM or the Internet)
of any Prospectus Supplement or any other offering document relating to Morgan
Stanley Capital I Inc., Commercial Pass-Through Certificates (which we
understand is a type of "Securitization" defined as an offering of securities
that, as applicable, are registered with the Securities Exchange Commission
("SEC") pursuant to the Securities Act of 1933, as amended (the "Act") or are
privately placed pursuant to an exemption from the Act, in which the property
appraised is part of a pool of properties owned by various non-affiliated
owners collateralizing such offering), and in any Registration Statement filed
with the SEC that includes such a Prospectus Supplement and we consent to the
reference to our firm under the caption "Experts" in any such Prospectus
Supplement, offering document or Registration Statement.
Firm: Mastorakos-Hurd, Inc.,
By: /s/ Stephen Mastorakos
------------------------------------
Date: 5/18/98
----------------------------------
<PAGE>
ANNEX TO CONSENT OF CONSULTANT
MASTORAKOS-HURD, INC.
<TABLE>
<CAPTION>
NAME OF PROPERTY MARKET STUDY OR APPRAISAL DATED
- ------------------------- --------------------------- -------------
<S> <C> <C>
GLENBOROUGH REALTY TRUST
Overlook Apartments Appraisal May 15, 1997
</TABLE>
<PAGE>
Exhibit 23.10
CONSENT OF CONSULTANT
We consent to the inclusion of our appraisal(s) with respect to the property
listed on the attached annex in or with any form (whether in paper or digital
format, including any electronic media such as CD-ROM or the Internet) of any
Prospectus Supplement or any other offering document relating to Morgan Stanley
Capital Inc., Commercial Pass-Through Certificates (which we understand is a
type of "Securitization" defined as an offering of securities that, as
applicable, are registered with the Securities Exchange Commission ("SEC")
pursuant to the Securities Act of 1933, as amended (the "Act") or are privately
placed pursuant to an exemption from the Act, in which the property appraised
is part of a pool of properties owned by various non-affiliated owners
collateralizing such offering), and in any Registration Statement filed with
the SEC that includes such a Prospectus Supplement and we consent to the
reference to our firm under the caption "Experts" in any such Prospectus
Supplement, offering document or Registration Statement.
Firm: Real Estate Counselors
International, Inc.
By: /s/ Kathryn C. Evans
-----------------------------------
Date: 5/14/98
----------------------------------
<PAGE>
ANNEX TO CONSENT OF CONSULTANT
REAL ESTATE COUNSELORS INTERNATIONAL INC.
<TABLE>
<CAPTION>
NAME OF PROPERTY MARKET STUDY OR APPRAISAL DATED
- ------------------------- --------------------------- ------------
<S> <C> <C>
GLENBOROUGH REALTY TRUST
- -------------------------
Riverview Officer Tower Appraisal May 1, 1997
</TABLE>
<PAGE>
Exhibit 23.11
CONSENT OF CONSULTANT
We consent to the inclusion of our appraisal(s) with respect to the property
listed on the attached annex in or with any form (whether in paper or digital
format, including any electronic media such as CD-ROM or the Internet) of any
Prospectus Supplement or any other offering document relating to Morgan Stanley
Capital I Inc., Commercial Pass-Through Certificates (which we understand is a
type of "Securitization" defined as an offering of securities that, as
applicable, are registered with the Securities Exchange Commission ("SEC")
pursuant to the Securities Act of 1933, as amended (the "Act") or are privately
placed pursuant to an exemption from the Act, in which the property appraised
is part of a pool of properties owned by various non-affiliated owners
collateralizing such offering), and in any Registration Statement filed with
the SEC that includes such a Prospectus Supplement and we consent to the
reference to our firm under the caption "Experts" in any such Prospectus
Supplement, offering document or Registration Statement.
Firm: Byrne McKinney &
Associates, Inc.
By: /s/ Thomas Byrne
---------------------------
Date: 5/19/98
-------------------------
<PAGE>
ANNEX TO CONSENT OF CONSULTANT
BYRNE MCKINNEY & ASSOCIATES, INC.
<TABLE>
<CAPTION>
NAME OF PROPERTY MARKET STUDY OR APPRAISAL DATED
- ------------------------- --------------------------- --------------
<S> <C> <C>
GLENBOROUGH REALTY TRUST
Westford Corporate Center Appraisal
</TABLE>
<PAGE>
Exhibit 23.12
CONSENT OF CONSULTANT
We consent to the inclusion of our appraisal(s) with respect to the property
listed o the attached annex in or with any form (whether in paper or digital
format, including any electronic media such as CD-ROM or the Internet) of any
Prospectus Supplement or any other offering document relating to Morgan Stanley
Capital I Inc., Commercial Pass-Through Certificates (which we understand is a
type of "Securitization" defined as an offering of securities that, as
applicable, are registered with the Securities Exchange Commission ("SEC")
pursuant to the Securities Act of 1933, as amended (the "Act") or are privately
placed pursuant to an exemption from the Act, in which the property appraised
is part of a pool of properties owned by various non-affiliated owners
collateralizing such offering), and in any Registration Statement filed with
the SEC that includes such a Prospectus Supplement and we consent to the
reference to our firm under the caption "Experts" in any such Prospectus
Supplement, offering document or Registration Statement.
Firm: Rule & Co., Inc.
By: /s/ Brock Rule
-------------------------------
Date: 5/14/98
-----------------------------
<PAGE>
ANNEX TO CONSENT OF CONSULTANT
RULE & CO., INC.
<TABLE>
<CAPTION>
NAME OF PROPERTY MARKET STUDY OR APPRAISAL DATED
- ------------------------- --------------------------- -------------
<S> <C> <C>
GLENBOROUGH REALTY TRUST
- -------------------------
Woodlands Plaza II Appraisal May 28, 1997
Woodlands Tech Center Appraisal May 29, 1997
</TABLE>
<PAGE>
Exhibit 23.13
CONSENT OF CONSULTANT
We consent to the inclusion of our appraisal(s) with respect to the property
listed on the attached annex in or with any form (whether in paper or digital
format, including any electronic media such as CD-ROM or the Internet) of any
Prospectus Supplement or any other offering document relating to Morgan Stanley
Capital I Inc., Commercial Pass-Through Certificates (which we understand is a
type of "Securitization" defined as an offering of securities that, as
applicable, are registered with the Securities Exchange Commission ("SEC")
pursuant to the Securities Act of 1933, as amended (the "Act") or are privately
placed pursuant to an exemption from the Act, in which the property appraised
is part of a pool of properties owned by various non-affiliated owners
collateralizing such offering), and in any Registration Statement filed with
the SEC that includes such a Prospectus Supplement and we consent to the
reference to our firm under the caption "Experts" in any such Prospectus
Supplement, offering document or Registration Statement.
Firm: Joseph J. Blake & Associates
By: /s/ Thomas Shields
---------------------
Date: 5/14/98
---------------------
<PAGE>
ANNEX TO CONSENT OF CONSULTANT
Joseph J. Blake & Associates
NAME OF PROPERTY MARKET STUDY OR APPRAISAL DATED
---------------- ------------------------- -----
RAMCO POOL
- ----------
Northwest Crossing Appraisal October 21, 1997
Taylor's Square Appraisal October 17, 1997
Ridgeview Crossing Appraisal October 17, 1997
Stonegate Plaza Appraisal October 17, 1997
Troy Town Appraisal November 5, 1997
West Allis Appraisal November 4, 1997
Fraser Center Appraisal November 4, 1997
<PAGE>
Exhibit 23.14
[LANDAUER REAL ESTATE COUNSELORS LETTERHEAD]
March 25, 1998
Mr. Michael Griffin
Morgan Stanley Mortgage Capital, Inc.
1585 Broadway
New York, New York 10036
Re: Charlestown Mall
Dear Mr. Griffin:
At your request, Landauer Associates, Inc. (Landauer) is pleased to submit this
proposal for Valuation Services with regard to the above-referenced property.
Briefly, the property consists of an enclosed, two-level, fashion and specialty
retailer-oriented regional shopping center located in St. Charles, Illinois.
The mall was completed in 1991 and contains a total GLA of approximately
825,000 square feet inclusive of the newly planned and to-be-constructed
Cinemas.
The purpose of this analysis is to provide a valuation of the above-identified
property for the Morgan Stanley Large Loan Program. The terms and conditions of
the appraisal assignment are set forth herein.
DEFINITION OF THE ASSIGNMENT
Our opinion of the Fair Market Value will utilize standard accepted appraisal
methodologies and will be supported in a manner such that conclusions as to
value are reasonable and logical. It is our intention to value the property by
using the Sales Comparison Approach, the Cost Approach and the Income Approach,
as applicable. The valuation will be based on 1996 and 1997 actual data, as
well as budgeted data for 1998 and 1999, if available, and under market
conditions prevailing as of the date of inspection.
For "market value", we use the definition set forth in USPAP, which reads as
follows:
"The most probable price which a property should bring in a competitive
and open market under all conditions requisite to fair sale, the buyer and
seller each acting prudently and knowledgeably, and assuming the price is
not affected by undue stimulus. Implicit in this definition is the
consummation of a sale at a specified date and the passing of title from
seller to buyer under conditions whereby:
1. buyer and seller are typically motivated;
2. both parties are well informed or well advised, and acting in what they
consider their best interests;
<PAGE>
[LANDAUER REAL ESTATE COUNSELORS]
MR. MICHAEL GRIFFIN MARCH 25, 1998
MORGAN STANLEY MORTGAGE CAPITAL, INC. PAGE 2
3. a reasonable time is allowed for exposure in the open market;
4. payment is made in terms of cash in United States dollars or in terms
of financial arrangements comparable thereto; and
5. the price represents the normal consideration for the property sold
unaffected by special or creative financing or sales concessions granted
by anyone associated with the sale."
We further define Market Value as the amount expressed in U.S. currency which a
ready willing and able buyer should pay to a ready, willing and able seller,
both assumed to be of equal competence and experience and acting without
coercion or duress in a free market.
Our analysis will include a determination of the "Highest and Best Use" of the
property and an evaluation of the current investment market for similar
properties. Where appropriate, our analysis will consider both the local market
and the national marketplace.
We propose to present the appraisal in a self-contained report which conforms
to FIRREA appraisal standards. The report will summarize the reasoning behind
our opinion and describe the property and its market area, comparable sales,
estimates of future cash flows and other information which have been used as
the basis for valuation. Subject to the foregoing, and as far as is
practicable, the presentation and content of the report will incorporate the
guidelines provided to Landauer by Morgan Stanley as long as the Morgan Stanley
guidelines do not conflict the USPAP (Uniform Standards of Professional
Appraisal Practice).
FEE AND TIMING
For the agreed upon fee of $14,000, Landauer will provide the required Trade
Area and Competition Analysis to you before the close of business on Thursday,
March 26, 1998, with the complete report to be delivered before the close of
business Monday, April 6, 1998.
The fee for the scope of services identified above is inclusive of all expenses
and is payable upon submission of our final report. It is mutually agreed that
our acceptance of this assignment is not contingent upon any predetermined
conclusions as to value, marketability or feasibility. Should the assignment be
canceled or discontinued, you will be billed for our time and expenses incurred
to the date of cancellation or discontinuance. Landauer's fee is not contingent
on the occurrence of any outside and/or third party act, and is due and payable
on the rendering of all services and submission of our report to you.
<PAGE>
[LANDAUER REAL ESTATE COUNSELORS LETTERHEAD]
MR. MICHAEL GRIFFIN MARCH 25, 1998
MORGAN STANLEY MORTGAGE CAPITAL, INC. PAGE 3
CONFIDENTIALITY
Landauer will hold in confidence all information supplied by Morgan Stanley
Mortgage Capital, Inc. or its agents, which is identified as confidential
and/or proprietary to the extent such information is not otherwise publicly
available and not required, as a matter of law or proper business practice, to
be disclosed.
USE OF LANDAUER NAME AND WORK PRODUCT
The use of the name "Landauer" or "Landauer Associates" is a right which we
wish to retain, and which we may withhold at will. The names "Laudauer" and
"Landauer Associates" or Landauer work product (including the work product and
names of all appraisers who work on this assignment), may not be used without
authorization in writing by us. At the appropriate time, we will discuss the
use of our name in any public or private document which you may contemplate. We
reserve the right to inspect and to approve any and all references to Laudauer
or work performed by Landauer prior to its publication or distribution.
Notwithstanding the above, Landauer consents to the inclusion in any form
(whether in paper or digital format, including any electronic media such as CD
ROM or the Internet) in the Prospectus Supplement relating to the Morgan
Stanley Capital I Inc. Commercial Pass-Through Certificates (which we
understand is a type of "Securitization" defined as an offering of debt
securities that, as applicable, are registered with the Securities Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act") or
are privately placed pursuant to an exemption from the Act, in which the
property appraised is part of a pool of properties owned by various
non-affiliated owners collateralizing such offering) of our market study or
appraisal in full (including all assumptions and limiting conditions contained
therein) with respect to the property or properties covered by this Master
Agreement (to be collectively referred to herein as the "Product"), and we
consent to the reference to our firm under the caption "Experts" in such
Propectus Supplement.
OTHER PROVISIONS
Occasionally we get drawn into litigation relating to an assignment we have
performed for a client and it becomes necessary for our personnel to spend time
testifying as a witness before or at a trial, and sometimes also for us to
retain counsel in that connection. Our fees are not fixed at a level which
would cover that additional expense on our part, since this happens only
occasionally. However, to protect ourselves in that situation if it should
occur in connection with each assignment for Morgan Stanley Mortgage Capital,
Inc. covered by the Master Agreement and an Appraisal Requirements Agreement,
we require that Morgan Stanley Mortgage Capital, Inc., by signing this letter,
agrees to hold Landauer harmless from any and all costs, damages, attorney's
fees, losses and liabilities of any nature whatsoever which arise out of or are
related to (i) the inclusion of information related to Landauer's reports in
any private or public document, and (ii) any other activity or document in
which
<PAGE>
[LANDAUER REAL ESTATE COUNSELORS LETTERHEAD]
MR. MICHAEL GRIFFIN MARCH 25, 1998
MORGAN STANLEY MORTGAGE CAPITAL, INC. PAGE 4
the reports are used or incorporated by reference. In the event Landauer is
called to testify in such litigation, arbitration or administrative hearing of
any nature whatsoever, the client agrees to pay the reasonable hourly rate
established by Landauer for time spent in preparation for and presentation of
testimony, as well as reasonable expenses incidental thereto. This
indemnification and compensation provision shall not extend to the gross
negligence, fraud or willful misconduct of Landauer, nor to damage finally
determined to have been incurred by reason of the gross negligence of Landauer
in performance of its professional service hereunder, but shall survive the
expiration of this engagement.
Sincerely,
LANDAUER ASSOCIATES, INC.
/s/ John Wrzesinski
- ----------------------------
John I. Wrzesinski, MAI, CRE
Senior Managing Director
Agreed to and accepted on behalf of: MORGAN STANLEY MORTGAGE CAPITAL, INC.
By: /s/ James Flaum
-------------------------------------------
(sign & print name)
Title: Principal
-------------------------------------------
Date: 3/26/98
-------------------------------------------
