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: June 9, 1998,
(Date of earliest event reported)
Morgan Stanley Capital I Inc.
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(Exact name of registrant as specified in its charter)
Delaware 333-45467-01 13-3291626
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1585 Broadway, New York, N.Y. 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 761-4000
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Item 5. Other Events.
Attached as an exhibit to this Current Report are certain materials
("Computational Materials") furnished to the Registrant by Morgan Stanley & Co.
Incorporated (the "Underwriter") in respect of the Registrant's proposed
offering of Commercial Mortgage Pass-Through Certificates, Series 1998-XL1 (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 Certificates will be registered pursuant to the Act under the
Registrant's Registration Statement on Form S-3 (No. 333-45467) (the
"Registration Statement"). The Registrant hereby incorporates the Computational
Materials by reference in the Registration Statement.
The Computational Materials were prepared solely by the Underwriter, and
the Registrant did not prepare or participate in the preparation of the
Computational Materials.
Any statement or information contained in the Computational Materials shall
be deemed to be modified or superseded for purposes of the Prospectus and the
Registration Statement by statements or information contained in the Prospectus.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 99. Computational Materials.
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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
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Name: James E. Flaum
Title: Vice President
Date: June 10, 1998
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Exhibit Index
Format Exhibit No. Description Page
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P 99 Computational Materials
IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THESE COMPUTATIONAL MATERIALS ARE
BEING FILED IN PAPER PURSUANT TO A CONTINUING HARDSHIP EXEMPTION.
EXHIBIT 99
COMPUTATIONAL MATERIALS
