SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment 1
(Mark One)
/ x / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998 or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 333-32019-02
DLJ Commercial Mortgage Corp.
Mortgage Pass-Through Certificates
Series 1998-CG1 Trust
(Exact name of registrant as specified in its charter)
New York 52-2111415 52-2111416 52-2111417
(State or other jurisdiction (I.R.S. Employer 52-6930667
of incorporation or Identification No.)
organization)
c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code:
(410) 884-2000
Securities to be registered pursuant to Section 12(b)
of the Act:
NONE
Securities to be 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 Exchange 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 X No ___
This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report
on Form 10-K (the "Original Form 10-K") filed on March 26, 1999, on behalf of
DLJ Commercial Mortgage Corp. Mortgage Pass - Through Certificates Series 1998
- -CG1 Trust established pursuant to a Pooling and Servicing Agreement among DLJ
COMMERCIAL MORTGAGE CORP., as Depositor, GE CAPITAL LOAN SERVICES, INC., as
Servicer, MIDLAND LOAN SERVICES, INC., as Special Servicer, and NORWEST BANK
MINNESOTA, NATIONAL ASSOCIATION as Trustee and REMIC Administrator, pursuant to
which the DLJ Commercial Mortgage Corp. Mortgage Pass - Through Certificates
Series 1998-CG1 Trust registered under the Securities Act of 1933 (the
"Certificates") were issued.
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
(a) Exhibits
(99.1) Annual Independent Accountants' Servicing
Reports concerning servicing activities for
the year ended December 31, 1998.
a) GE Capital, as Servicer <F1>
b) Midland Loan Services, Inc. as Special Servicer <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) GE Capital, as Servicer <F1>
b) Midland Loan Services, Inc. as Special Servicer <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) GE Capital, as Servicer <F1>
b) Midland Loan Services, Inc. as Special Servicer <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F2>
(b) On October 19, 1998, November 24, 1998, and
December 24, 1998, reports on Form 8-K were filed
by the Company in order to provide the
statements for the monthly distributions to
holders of the Certificates. No other reports on
Form 8-K have been filed during the last quarter
of the period covered by this report.
(c) Not applicable.
(d) Omitted.
<F1> Filed herewith.
<F2> Previously filed.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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:
DLJ Commercial Mortgage Corp.
Mortgage Pass-Through Certificates
Series 1998-CG1 Trust
Signed: Norwest Bank Minnesota, N.A., as Trustee
By: Sherri J. Sharps, Vice President
By: /s/ Sherri J. Sharps, Vice President
Dated: December 15, 1999
Exhibit Index
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1998.
a) GE Capital, as Servicer <F1>
b) Midland Loan Services, Inc. as Special Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards
for the year ended December 31, 1998.
a) GE Capital, as Servicer <F1>
b) Midland Loan Services, Inc. as Special Servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1998.
a) GE Capital, as Servicer <F1>
b) Midland Loan Services, Inc. as Special Servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
(LOGO)
KPMG
1600 Market Street
Philadelphia, PA 19103-7212
Independent Accountants' Report
The Board of Directors
GE Capital Mortgage Services, Inc.:
We have examined management's assertion about GE Capital Mortgage Services,
Inc.'s (the Company's) compliance with the minimum servicing standards set forth
in the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers for primary serviced loans (including those
serviced by the Company pursuant to various pooling and servicing agreements
relating to the Company's publicly rated mortgage-backed securities program) 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 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
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 minimum servicing
standards.
In our opinion, management's assertion that the Company has complied in all
material respects with the aforementioned minimum servicing standards for
primary serviced loans as of and for the year ended December 31, 1998, is fairly
stated, in all material respects.
KPMG LLP
February, 8, 1999
(LOGO)
(LOGO)
ERNST & YOUNG LLP
One Kansas City Place
1200 Main Street
Kansas City
Missouri 64105-2143
Phone: 816 474 5200
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 VI1., 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
1.4, reconciling items exist which have not been resolved within 90 calendar
days of their original identification.
January 22, 1999
Ernst &Young LLP
Ernst &Young tip is a member of Ernst & Young International, Ltd.
(LOGO)
GE Capital
GE Capital Mortgage Services, Inc.
A unit of GE Capital Mortgage Corporation
3 Executive Campus, Cherry Hill, NJ 08034
As of and for the year ended December 31, 1998, GE Capital Mortgage Services,
Inc. (the Company) has complied in all material respects with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers. As of and for this same
period, the Company had in effect a fidelity bond and errors and omissions
policy in the minimum amount of $120 million and $20 million, respectively.
Greg Gibson
Vice President, Servicing
GE Capital Mortgage Services, Inc.
(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 1.4, 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.
C.J. Sipple
Senior Vice President
Paula J. Mickelson
Vice President
March 30, 1999
210 W. 10th Street Kansas City MO 64105 Phone: 816/435-5000 FAX: 816/435-2327
(LOGO)
GE Capital
A unit of GE Capital Mortgage Corporation
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Master Servicing
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 1998 fiscal year:
(A) I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to
the best of these Officers knowledge, the Servicer has fulfilled all of its
duties, responsibilities or obligations under these Agreements throughout such
year, or if there has been a default or failure of the servicer to perform any
of such duties, responsibilities or obligations, a description of each default
or failure and the nature and status thereof has been reported to Norwest Bank
Minnesota, N.A.;
(B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
servicer in good standing:
(C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing Agreement,
Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
are in full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
applicable) and Primary Mortgage Insurance Policy (if applicable), with respect
to each Mortgaged Property, have been paid and that all such insurance policies
are in full force and effect;
(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-payment
has been reported to Norwest Bank Minnesota, N.A.;
(F) All Custodial Accounts have been reconciled and are properly funded; and
(G) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively have been prepared and filed.
Certified By:
Officer Dave Hensley
Vice President, Investor & Operations Compliance
Title
March 15, 1999
Date
(LOGO) MIDLAND LOAN SERVICES INC.
November 18, 1999
Attn: Sharon A. Surguy, C.C.T.S.
Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, MD 21044-3562
DLJ Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates Series 1998-CG1
OFFICER'S CERTIFICATE
Pursuant to the requirements of that certain Pooling and Servicing Agreement
governing the referenced Trust (the "PSA"), it is hereby certified that (i) the
undersigned has completed a review of the Servicer's performance of its
obligations under the PSA for the preceding calendar year; (ii) to the best of
the undersigned's knowledge on the basis of that review the Servicer has
fulfilled all of its obligations under the PSA throughout such period; (iii) to
the best of the undersigned's knowledge, the sub-servicer, if any, has fulfilled
its obligations under its sub-servicing agreement in all material respects; and,
(iv) no notice has been received from any governmental agency or body which
would indicate a challenge or question as to the status of the Trust's
qualifications as a REMIC under the Code.
Charles J. Sipple
Senior Vice President
Paula J. Mickelson
Vice President
cc: Please see attached page
210 W. 10th Street * Kansas City, MO 64105 * Phone: 816/435-5000 * FAX:
816/435-2326
