SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
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: 333-45467-01
------------
MORGAN STANLEY CAPITAL I INC.
(IN RESPECT OF COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 1998-XL1)
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3291626
- ------------------------------------------ ---------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1585 Broadway
New York, NY 10036
- ------------------------------------------ ---------------------
(Address of Principal Executive Offices) Zip Code
(212) 761-4000
--------------------------------------------------
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 December 31, 1998.
Not Applicable.
Number of shares of common stock outstanding as of December 31, 1998.
-1-
<PAGE>
Not Applicable.
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.
-2-
<PAGE>
MORGAN STANLEY CAPITAL I INC. COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-XL1
---------------------------------------------------
FORM 10-K
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I.
Item 1. Business....................................................................... 4
Item 2. Properties...................................................................... 4
Item 3. Legal Proceedings.............................................................. 4
Item 4. Submission of Matters to a Vote of Security Holders............................ 4
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.......................................................... 5
Item 6. Selected Financial Data........................................................ 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................................... 5
Item 8. Financial Statements and Supplementary Data.................................... 5
Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.......................................... 5
PART III.
Item 10. Directors and Executive Officers of the Registrant............................ 5
Item 11. Executive Compensation........................................................ 5
Item 12. Security Ownership of Certain Beneficial Owners and Management................ 5
Item 13. Certain Relationships and Related Transactions................................ 5
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............... 5
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..................... 6
SIGNATURES............................................................................................... 7
INDEX OF EXHIBITS........................................................................................ 8
</TABLE>
-3-
<PAGE>
PART I
Item 1. Business
This Annual Report on Form 10-K relates to the Trust Fund formed and the
Commercial Mortgage Pass- Through Certificates, Series 1998-XL1 (the
"Certificates") issued pursuant to a Pooling and Servicing Agreement dated as of
June 1, 1998 (the "Pooling Agreement"), by and among Morgan Stanley Capital I
Inc. as depositor (the "Registrant"), Midland Loan Services, Inc., as master
servicer (the "Master Servicer"), Clarion Partners, LLC, as special servicer
(the "Special Servicer"), and State Street Bank and Trust Company, as trustee
(in such capacity, the "Trustee"). Capitalized terms used herein and not defined
have the same meanings ascribed to such terms in the Pooling Agreement.
This Annual Report is being filed by the Trustee, in its capacity as such under
the Pooling Agreement, on behalf of Registrant. The information contained herein
has been supplied to the Trustee by third parties without independent review or
investigation by the Trustee. Pursuant to the Pooling Agreement, the Trustee is
not responsible for the accuracy or completeness of such information.
The information called for by this item is "not applicable" to the Trust Fund.
As used in this Annual Report filed on Form 10-K, "not applicable" or "Not
Applicable" means that the response to the referenced 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 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. The
Trust Fund created under the Pooling Agreement has or will acquire title to real
estate only upon default of the related borrowers under the Mortgage Loans held
by the Trust Fund.
The Annual Statement as to Compliance of Midland Loan Services, Inc., as Master
Servicer required to be delivered under the Pooling Agreement is annexed hereto
as Exhibit 14(a)(1)(i). The Annual Independent Public Accountant's Servicing
Report of Ernst & Young LLP with respect to certain matters affecting the Master
Servicer as set forth therein is annexed hereto as Exhibit 14(a)(1)(ii). The
Annual Statement as to Compliance of Clarion Partners, LLC, as the Special
Servicer, is annexed hereto as Exhibit 14(a)(1)(iii). The Annual Independent
Public Accountant's Servicing Report of Ernst & Young LLP with respect to
certain matters affecting Clarion Partners, LLC is annexed hereto as Exhibit
14(a)(1)(iv).
The Registrant has been informed that, as of the end of the Reporting Year, the
Trust Fund did not acquire any mortgage property in connection with the
foreclosure of a defaulted Mortgage Asset or otherwise and that there were no
Specially Serviced Mortgage Loans.
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings involving either
of (i) the Trust Fund or (ii) with respect to the Certificates or the Trust
Fund, the Registrant, the Master Servicer, the Special Servicer, or the Trustee
with respect to the Trust Fund other than ordinary routine litigation, if any,
incidental to the Trustee's, the Master Servicer's, the Special Servicer'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
-4-
<PAGE>
No matters were submitted to a vote or consent of the holders of the
Certificates during the period covered by this report.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Presently, there is no established trading market for the Certificates known to
the Registrant. As of December 31, 1998, there is an aggregate of two (2)
holders of all Classes of the Certificates.
Item 6. Selected Financial Data
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Not Applicable.
Item 8. Financial Statements and Supplementary Data
Not Applicable.
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 Trust Fund or the
Certificates.
Item 10. Directors and Executive Officers of the Registrant
Not Applicable.
Item 11. Executive Compensation
Not Applicable.
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by this item with respect to the security ownership of
certain owners of the Certificates is annexed hereto as Exhibit 99.1.
Item 13. Certain Relationships and Related Transactions
Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements
-5-
<PAGE>
(i) The Master's Servicer's Annual Statement as to Compliance of
Midland Loan Services, Inc. for the period ended December 31, 1998 required to
be delivered by the Pooling Agreement on or before April 15, 1999 is annexed
hereto as Exhibit 14(a)(1)(i).
(ii) The Independent Accountant's Report of Ernst & Young LLP, an
independent public accountant, with respect to master servicing by Midland Loan
Services, Inc. is annexed hereto as Exhibit 14(a)(1)(ii).
(iii) The Special Servicer's Statement as to Compliance for the
period ended December 31, 1998 required to be delivered to the Trustee by
Clarion Partners, LLC is annexed hereto as Exhibit 14(a)(1)(iii).
(iv) The Independent Accountant's Report of Ernst & Young LLP, an
independent public accountant, with respect to special servicing by Clarion
Partners LLC is annexed hereto as Exhibit 14(a)(1)(iv).
(v) The Summary Status Report of the Master Servicer required by
the Pooling Agreement to be delivered by the Master Servicer to the Trustee is
annexed hereto as Exhibit 99.2.
(a)(2) Financial Statement Schedules
Not Applicable.
(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 Agreement dated as of June 1, 1998, by
and among Morgan Stanley Capital I Inc., as
depositor, Midland Loan Services, Inc., as Master
Servicer, Clarion Partners, LLC, as Special
Servicer, and State Street Bank and Trust
Company, as Trustee.
99.1* Security Ownership of certain Beneficial Owners.
(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 20, 1998, reporting items
5 and 7.
Report on Form 8-K dated November 19, 1998, reporting items
5 and 7.
Report on Form 8-K dated December 9, 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.
-6-
<PAGE>
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 or proxy
materials to the holders of its Certificates subsequent to the filing of this
Form 10-K.
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.
MORGAN STANLEY CAPITAL I INC.
(IN RESPECT OF ITS COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 1998-XL1)
Dated: April 15, 1999 By: State Street Bank and Trust Company,
solely in its capacity as Trustee of the
Trust Fund for the Registrant's Mortgage Pass-
Through Certificates, Series 1998-XL1 and not
individually
By: /s/ Julie Kirby
------------------------------------------------
Julie Kirby, Assistant Vice President
-7-
<PAGE>
INDEX OF EXHIBITS
DESCRIPTION
Exhibit No.*
14(a)(1)(i) Statement as to Compliance by Midland Loan Services, Inc. as
Master Servicer
14(a)(1)(ii) Independent Accountant's Report of Ernst & Young LLP,
independent public accountants, with respect to master
servicing by Midland Loan Services, Inc.
14(a)(1)(iii) Statement as to Compliance by Clarion Partners, LLC
14(a)(1)(iv) Independent Accountant's Report of Ernst & Young LLP,
independent public accountants, with respect to servicing by
Clarion Partners,LLC
99.1 Security Ownership of Certain Owners (with original principal
balances)
99.2 Summary Status Report of the Master Servicer setting forth
certain information with respect to the Borrowers and Mortgaged
Properties
*Item 601(a) of Regulation S-K Exhibit No.
-8-
EXHIBIT 14(a)(1)(i)
[MIDLAND LOGO]
MIDLAND
LOAN SERVICES INC.
Report of Management Compliance with the Minimum Servicing Standards Set
Forth in the Uniform Single Attestation Program for Mortgage Bankers
We, as members of management of Midland Loan Services, Inc. (MLS), a wholly
owned subsidiary of PNC Bank Corp. (PNCBC), are responsible for complying with
the minimum servicing standards as set forth in the Mortgage Bankers Association
of America's Uniform Single Attestation Program for Mortgage Bankers (USAP)
except for commercial loan and multifamily servicing, minimum servicing
standards V.4 and VI.1, which the Mortgage Bankers Association of America has
interpreted as inapplicable to such servicing. We are also responsible for
establishing and maintaining effective internal control over compliance with
these standards. We have performed an evaluation of MLS' compliance with the
minimum servicing standards as set forth in the USAP as of December 31, 1998 and
for the year then ended. Based on this evaluation, we assert that during the
year ended December 31, 1998, MLS complied, in all material respects, with the
minimum servicing standards set forth in the USAP except as described below.
With regard to standard I.4, reconciling items exist which have not been
resolved within ninety calendar days of their original identification.
As of and for this same period, PNCBC had in effect a fidelity bond in the
amount of $300,000,000 and an error and omissions policy in the amount of
$20,000,000.
/s/ C.J. Sipple
----------------------------
C.J. Sipple
Senior Vice President
/s/ Paula J. Mickelson
----------------------------
Paula J. Mickelson
Vice President
March 30, 1999
210 W. 10th Street Kansas City, MO 64105 Phone: 816/435-5000 FAX: 816/435-2327
-9-
EXHIBIT 14(a)(1)(ii)
[ERNST & YOUNG LOGO]
Report of Independent Accountants on Management's
Assertion on Compliance with the Minimum
Servicing Standards Set Forth in the Uniform Single
Attestation Program for Mortgage Bankers
The Audit Committee
PNC Bank Corp.
We have examined management's assertion, included in the accompanying report
titled Report of Management on Compliance with the Minimum Servicing Standards
Set Forth in the Uniform Single Attestation Program for Mortgage Bankers, that
except for noncompliance with the minimum servicing standard for custodial bank
accounts, Midland Loan Services, Inc. (MLS), a wholly-owned subsidiary of PNC
Bank Corp., complied 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 Mortgage Bankers
Association of America has interpreted as inapplicable to such servicing during
the year ended December 31, 1998. Management is responsible for MLS' compliance
with those requirements. Our responsibility is to express an opinion on
management's assertions about MLS' 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 MLS' compliance with those
requirements 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 MLS'
compliance with specified requirements.
In our opinion, management's assertion that except for noncompliance with the
minimum servicing standard for custodial account reconciliations, MLS complied
with the aforementioned requirements during the year ended December 31, 1998, is
fairly stated, in all material respects.
As discussed in management's assertion, the following material noncompliance
occurred at MLS during the year ended December 31, 1998. With regard to standard
I.4, reconciling items exist which have not been resolved within 90 calendar
days of their original identification.
/s/ Ernst & Young LLP
January 22, 1999
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
-10-
EXHIBIT 14(a)(1)(iii)
Page 1 of 2
[CLARION LOGO]
Bruce G. Morrison
Managing Director
April 13, 1999
State Street Bank and Trust Company
Corporate Trust Department - 5th Floor
Two International Place
Boston, MA 02110
Attn: Morgan Stanley Series 1998-XL1
Midland Loan Services, Inc.
210 West 10th Street
Kansas City, MO 64105
Attn: President
Fitch IBCA, Inc.
One State Street Plaza, 31st Floor
New York, NY 10004
Attn: Commercial Mortgage Surveillance
Morgan Stanley Capital I Inc.
1585 Broadway
New York, NY 10036
Attn: Cecilia Tarrant
cc: Gregory Walker, Esq.
Morrison & Heckler LLP
2600 Grand Avenue
Kansas City, MO 64108
Attn: William A. Hirsch
Standard & Poor's Rating Service
26 Broadway
New York, NY 10004
Attn: Commercial Mortgage Surveillance
RE: Morgan Stanley Commercial Mortgage Pass-Through
Certificates Series 1998-XL1
Dear Sirs or Madams:
This Officer's Certificate is provided to you by Clarion Partners, LLC
("Clarion") pursuant to Section 3.14 of that certain Pooling and Servicing
Agreement ("PSA") dated as of June 1, 1998 relative to the above referenced
securitization for which Clarion acts as Special 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 Clarion, hereby informs you that (i) a
review of the activities of the Special Servicer during the proceeding calendar
year and of its performance under this Agreement has been made under such
officer's supervision, (ii) to the best of such officer's knowledge, based on
such review, the Special Servicer has fulfilled all of its obligations under
this Agreement in all material respects throughout such year or, if there has
CLARION PARTNERS
335 MADISON AVENUE / NEW YORK, NY 10017 / DIRECT TEL 212-883-2517 /
DIRECT FAX 212-883-2817 / E-MAIL [email protected]
-11-
<PAGE>
Page 2 of 2
April 13, 1999
Page 2
been a default in the fulfillment of any such obligation, it has been noted
herein, and (iii) that the Special Servicer has maintained an effective internal
control system over the servicing of mortgage loans including Mortgage Loans and
other loans, and (iv) the Special Servicer has received no notice regarding the
qualification, or challenging the status, of the Upper-Tier REMIC or Lower-Tier
REMIC as a REMIC from the IRS or any other governmental agency or body.
Should you have any questions regarding this matter, please contact me at the
number referenced above.
Sincerely,
Clarion Partners, LLC
a New York limited liability company,
its authorized agent
By: /s/ Bruce G. Morrison
----------------------------
Bruce G. Morrison
Authorized Person
-12-
EXHIBIT 14(a)(1)(iv)
Page 1 of 2
[ERNST & YOUNG LLP]
o 1211 Avenue of the America o Phone: 212 773 4900
New York, New York 10036 Fax: 212 773 4501
Report of Independent Accountants
We have examined management's assertion, included in the Report of Management on
Compliance, that Clarion Partners LLC ("the Company") complied with all of the
requirements of Section 3 of the Pooling and Servicing Agreement for the Morgan
Stanley Capital I Inc. Commercial Mortgage Pass-Through Certificates Series
1998-XL1 ("the Agreement") for the period June 1, 1998 to December 31, 1998.
Management is responsible for the Company's compliance with those requirements.
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 those
requirements 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 specified requirements.
In our opinion, management's assertion that the Company complied with the
requirements of Section 3 of the Agreement for the period June 1, 1998 to
December 31, 1998, is fairly stated, in all material respects.
This report is intended solely for the information and use of the board of
directors and management of the Company and should not be used for any other
purpose. However, this report is a matter of public record and its distribution
is not limited.
/s/ Ernst & Young LLP
April 13, 1999
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
-13-
<PAGE>
Page 2 of 2
[CLARION LOGO]
Report of Management on Compliance
We as members of management of Clarion Partners, LLC (the Company) are
responsible for complying with the requirements of Section 3 of the Pooling and
Servicing Agreement for the Morgan Stanley Capital I Inc. Commercial Mortgage
Pass-Through Certificates Series 1998-XL1 ("the Agreement"). We also are
responsible for establishing and maintaining effective internal control over
compliance with the requirements of Section 3 of the Agreement. We have
performed an evaluation of the Company's compliance with the requirements of
Section 3 of the Agreement as of December 31, 1998 and for the period June 1,
1998 to December 31, 1998. Based on this evaluation, we assert that for the
period June 1, 1998 to December 31, 1998, the Company complied with all of the
requirements of Section 3 of the Agreement.
April 13, 1999 Clarion Partners, LLC,
a New York limited liability
company, its authorized agent
By: /s/ Bruce G. Morrison
----------------------------
Bruce G. Morrison
Authorized Person
CLARION PARTNERS
335 MADISON AVENUE o NEW YORK, NY 10017 o TEL 212-683-2500
E-MAIL [email protected]
-14-
EXHIBIT 99.1
PAGE 1 OF 2
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-XL1
ITEM 12. Security Ownership of Certain Owners
As of December 31, 1998, the following persons were know 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 BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
- -------- --------------------- ------------------------------ -------
<S> <C> <C> <C>
Class A-1 Cede & Co. $176,000,000 100%
55 Water Street
New York, NY 10041
Class A-2 Cede & Co. $102,000,000 100%
55 Water Street
New York, NY 10041
Class A-3 Cede & Co. $393,239,000 100%
55 Water Street
New York, NY 10041
Class B Cede & Co. $13,888,000 100%
55 Water Street
New York, NY 10041
Class C Cede & Co. $46,293,000 100%
55 Water Street
New York, NY 10041
Class D Cede & Co. $64,809,000 100%
55 Water Street
New York, NY 10041
Class E Cede & Co. $46,292,000 100%
55 Water Street
New York, NY 10041
Class F Cede & Co. $11,663,000 100%
55 Water Street
New York, NY 10041
Class G Cede & Co. $30,000,000 100%
55 Water Street
New York, NY 10041
</TABLE>
-15-
<PAGE>
EXHIBIT 99.1
PAGE 2 OF 2
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
- -------- --------------------- ------------------------------ -------
<S> <C> <C> <C>
Class H Cede & Co. $27,776,000 100%
55 Water Street
New York, NY 10041
Class J Cede & Co. $13,888,151 100%
55 Water Street
New York, NY 10041
Class LR Cede & Co. 0.00 100%
55 Water Street
New York, NY 10041
Class Q Morgan Stanley 0.00 100%
One Pierepont Plaza
Brooklyn, New York 11201
Class R Morgan Stanley 0.00 100%
One Pierepont Plaza
Brooklyn, New York 11201
Class X Cede & Co. $796,229,000 100%
55 Water Street
New York, NY 10041
</TABLE>
-16-
EXHIBIT 99.2
SUMMARY STATUS REPORT
-17-
<PAGE>
EXHIBIT 99.2
SUMMARY STATUS REPORT
MORGAN STANLEY CAPITAL 1998 XL1
As of: 03/31/1999
<TABLE>
<CAPTION>
MORGAN STANLEY CAPITAL 1998 XL1
Scheduled Paid Thru Last Prop. Annual
Assets Balance Date Inspection P and I City State
- -------------------------------------------------------------------------------------------------------
PERFORMING - Group: GROUP1
<S> <C> <C> <C> <C> <C> <C>
001 162,748,345 4/1/99 - - 13,952,222 CORONADO CA
- -------------------------------------------------------------------------------------------------------
002 161,662,662 4/1/99 - - 12,582,738 Various TX
- -------------------------------------------------------------------------------------------------------
003 142,187,353 4/1/99 - - 12,401,184 LOS ANGELES CA
- -------------------------------------------------------------------------------------------------------
004 76,000,000 4/1/99 - - 5,244,000 KNOXVILLE TN
- -------------------------------------------------------------------------------------------------------
005 74,550,499 4/1/99 - - 6,198,963 Various Various
- -------------------------------------------------------------------------------------------------------
006 58,702,710 4/1/99 - - 5,320,737 Various Various
- -------------------------------------------------------------------------------------------------------
007 50,000,000 4/1/99 - - 3,508,167 Various Various
- -------------------------------------------------------------------------------------------------------
008 49,679,699 4/1/99 - - 4,290,184 ST CHARLES IL
- -------------------------------------------------------------------------------------------------------
009 49,351,442 4/1/99 - - 3,923,549 Various Various
- -------------------------------------------------------------------------------------------------------
010 48,296,012 4/1/99 - - 3,979,158 ARLINGTON VA
- -------------------------------------------------------------------------------------------------------
011 44,643,055 4/1/99 - - 3,527,593 OKLAHOMA CITY OK
- -------------------------------------------------------------------------------------------------------
Cnt : 11 917,821,777 74,928,494
TOTALS 917,821,777 74,928,494
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL PRIOR YEAR
UNDERWRITING INFORMATION ANNUAL FINANCIAL INFO
Effective Total % Total %
Date Revenue NOI DSC Occ FS Date Revenue NOI DSC Occ
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
06/01/1998 89,489,392 32,755,059 2.34 0 - - 0 0 0.00 0
- ----------------------------------------------------------------------------------------------------------------------------
06/01/1998 35,067,288 25,277,024 2.00 0 12/31/97 34,157,085 25,518,237 2.02 94
- ----------------------------------------------------------------------------------------------------------------------------
06/01/1998 36,845,497 21,718,157 1.75 0 12/31/97 39,003,366 23,876,026 1.92 0
- ----------------------------------------------------------------------------------------------------------------------------
06/01/1998 19,011,423 14,696,027 2.80 0 12/31/97 17,864,747 13,383,720 2.55 0
- ----------------------------------------------------------------------------------------------------------------------------
06/01/1998 15,711,349 8,956,963 1.44 0 12/31/97 14,837,614 8,176,100 1.31 0
- ----------------------------------------------------------------------------------------------------------------------------
06/01/1998 18,302,725 11,605,429 2.18 0 12/31/97 18,803,669 11,947,011 2.24 0
- ----------------------------------------------------------------------------------------------------------------------------
06/01/1998 14,427,359 8,304,075 2.36 0 12/31/97 13,988,710 8,027,538 2.28 94
- ----------------------------------------------------------------------------------------------------------------------------
06/01/1998 11,833,815 7,760,756 1.80 0 12/31/97 11,055,637 6,931,959 1.61 0
- ----------------------------------------------------------------------------------------------------------------------------
06/01/1998 10,645,887 8,219,438 2.09 0 12/31/97 11,001,194 8,921,063 2.27 0
- ----------------------------------------------------------------------------------------------------------------------------
06/01/1998 9,684,442 6,394,515 1.60 0 12/31/97 9,372,197 6,051,538 1.52 0
- ----------------------------------------------------------------------------------------------------------------------------
06/01/1998 10,972,092 7,263,889 2.05 0 12/31/97 8,566,065 4,992,860 1.41 0
- ----------------------------------------------------------------------------------------------------------------------------
271,991,269 152,951,332 178,650,284 117,826,052
TOTALS 271,991,269 152,951,332 178,650,284 117,826,052
</TABLE>
<TABLE>
<CAPTION>
MOST RECENT ACTUAL YTD
ANNUAL FINANCIAL INFO FINANCIAL INFO
Total % Total % Occ
FS Date Revenue NOI DSC Occ FS Date Revenue NOI DSC Occ As Of
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- - 0 0 0.00 0 - - 0 0 0.00 84 6/30/98
- ------------------------------------------------------------------------------------------------------------------------------------
- - 0 0 0.00 0 9/30/98 16,828,099 11,680,414 1.89 91 9/30/98
- ------------------------------------------------------------------------------------------------------------------------------------
- - 0 0 0.00 0 - - 0 0 0.00 89 9/30/98
- ------------------------------------------------------------------------------------------------------------------------------------
12/31/98 19,241,825 14,035,667 2.67 97 - - 0 0 0.00 97 12/31/98
- ------------------------------------------------------------------------------------------------------------------------------------
- - 0 0 0.00 0 - - 0 0 0.00 98 9/25/98
- ------------------------------------------------------------------------------------------------------------------------------------
- - 0 0 0.00 0 - - 0 0 0.00 97 10/1/98
- ------------------------------------------------------------------------------------------------------------------------------------
- - 0 0 0.00 0 9/30/98 7,274,896 4,459,062 2.25 96 11/24/98
- ------------------------------------------------------------------------------------------------------------------------------------
- - 0 0 0.00 0 - - 0 0 0.00 90 9/30/98
- ------------------------------------------------------------------------------------------------------------------------------------
- - 0 0 0.00 0 - - 0 0 0.00 98 2/18/98
- ------------------------------------------------------------------------------------------------------------------------------------
- - 0 0 0.00 0 - - 0 0 0.00 100 11/30/98
- ------------------------------------------------------------------------------------------------------------------------------------
- - 0 0 0.00 0 - - 0 0 0.00 78 10/31/98
- ------------------------------------------------------------------------------------------------------------------------------------
19,241,825 14,035,667 24,102,995 16,139,480
TOTALS 19,241,825 14,035,667 24,102,995 16,139,480
</TABLE>
NET CHANGE
(MOST RECENT ANNUAL
FROM BASIC INFO)
Occ Rev DSC
- ------------------
0 -100 -100
- ------------------
0 -100 -100
- ------------------
0 -100 -100
- ------------------
0 1 -5
- ------------------
0 -100 -100
- ------------------
0 -100 -100
- ------------------
0 -100 -100
- ------------------
0 -100 -100
- ------------------
0 -100 -100
- ------------------
0 -100 -100
- ------------------
0 -100 -100
- ------------------
Midland Loan Services Confidential Page 1
