SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No.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.: 333-45467-03
Morgan Stanley Mortgage Capital Inc.
Mortgage Pass-Through Certificates
Series 1998-WF2 Trust
(Exact name of registrant as specified in its charter)
New York 52-2140351, 52-2140355, 52-2140356
(State or other jurisdiction (I.R.S. Employer
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 25, 1999, on behalf of
Morgan Stanley Mortgage Capital Inc. Mortgage Pass-Through Certificates Series
1998-WF2 Trust established pursuant to a Pooling and Servicing Agreement among
MORGAN STANLEY CAPITAL I INC., AS DEPOSITOR, WELLS FARGO BANK, NATIONAL
ASSOCIATION, AS MASTER SERVICER, ORIX REAL ESTATE CAPITAL MARKETS (BANC ONE), AS
SPECIAL SERVICER and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, AS TRUSTEE,
pursuant to which the Morgan Stanley Mortgage Capital Inc. Mortgage Pass-Through
Certificates Series 1998-WF2 Trust registered under the Securities Act of 1933
(the "Certificates") were issued.
Item 14 of the Original Form 10-K is amended to read in its entirety as follows:
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) Wells Fargo, as Master Servicer <F2>
b) Orix Real Estate Capital Markets (Banc One) as
Special Servicer <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) Wells Fargo, as Master Servicer <F2>
b) Orix Real Estate Capital Markets (Banc One) as
Special Servicer <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) Wells Fargo, as Master Servicer <F2>
b) Orix Real Estate Capital Markets (Banc One) as
Special Servicer <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F3>
(b) On October 1, 1998, October 19, 1998, December 01,
and December 30, 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> Such document (i) is not filed herewith since such document
was not received by the reporting person at least three business
days prior to the due date covered by this report: and (ii) will
be included in an amendment to this report on Form 10-K/A to be
filed within 30 days of the Reporting Person's receipt of such
document.
<F3> 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:
Morgan Stanley Mortgage Capital Inc.
Mortgage Pass-Through Certificates
Series 1998-WF2 Trust
Signed: Norwest Bank Minnesota, N.A., as Trustee
By: Sherri J. Sharps, Vice president
By: /s/ Sherri J. Sharps, Vice president
Dated: December 22, 1999
Exhibits
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1998.
a) Wells Fargo, as Master Servicer <F2>
b) Orix Real Estate Capital Markets (Banc One) as
Special Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards for
the year ended December 31, 1998.
a) Wells Fargo, as Master Servicer <F2>
b) Orix Real Estate Capital Markets (Banc One) as
Special Servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements
for the year ended December 31, 1998.
a) Wells Fargo, as Master Servicer <F12
b) Orix Real Estate Capital Markets (Banc One) as
Special Servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to Certificate
Holders. <F3>
<F1> Filed herewith.
<F2> Such document (i) is not filed herewith since such document
was not received by the reporting person at least three business
days prior to the due date covered by this report: and (ii) will
be included in an amendment to this report on Form 10-K/A to be
filed within 30 days of the Reporting Person's receipt of such
document.
<F3> Previously filed.
(logo)
PricewaterhouseCoopers LLP
2001 Ross Avenue, Suite 1800
Dallas TX 75201-2997
Telephone (214) 754 7900
Independent Accountant's Report
To Banc One Mortgage Capital Markets, LLC:
We have examined management's assertion about Banc One Mortgage Capital Markets
LLC's ("BOMCM'") compliance with the minimum servicing standards identified in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers ("USAP") (except for commercial loan and multifamily loan
servicing for which minimum servicing standards V.4 and VI. 1, are inapplicable
to such servicing according to the Mortgage Bankers Association) as of and for
the year ended December 31, 1998 included in the accompanying management
assertion. Management is responsible for BOMCM's compliance with those minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about the entity's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about BOMCM's compliance with the minimum
servicing standards and performing such other procedures as we considered
necessary in the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal
determination on BOMCM's compliance with the minimum servicing standards.
In our opinion, management's assertion that BOMCM complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1998 is fairly stated, in all material respects.
Dallas, Texas
February 22, 1999
BancOne Mortgage
Capital Markets, LLC
TX1-2498
1717 Main Street Suite 1400
Dallas TX 75201-2498
Tel 800 887 6781
www.bomcm.com
(logo)
February 22, 1999
PricewaterhouseCoopers
2001 Ross Avenue
Suite 1800
Dallas, Texas 75201-2997
As of and for the year ended December 31, 1998, Banc One Mortgage Capital
Markets, LLC ("BOMCM") 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 ("USAP") except, for
commercial loan and multifamily loan servicing, minimum servicing standards V.4
and VI. 1., which the MBA has interpreted as inapplicable to such servicing.) As
of and for this same period, BOMCM had in effect a fidelity bond and errors and
omissions policy in the amount of $25 million.
Edgar L. Smith
Chief Operating Officer
BancOne Mortgage
Capital Markets, LLC
Paul Smyth
1717 Main Street, 12th Floor
Dallas TX 75201
Telephone: (214) 290-2505
Facsimile: (214) 290-3142
April 1, 1999
Norwest Bank Minnesota, National Association
Corporate Trust Office
1000 Broken Land Parkway
Columbia, MD 21044
Attn: Corporate Trust Services (CMBS) - Morgan Stanley Capital I Inc.,
Series 1998-WF2
Wells Fargo Bank, National Association
417 Montgomery Street, 5t~ Floor
San Francisco, CA g4111
Attn: Portfolio Manager
RE:
Morgan Stanley Capital I Inc., Commercial Mortgage Pass Through Certificates,
Series 1998 WF2
Ladies and Gentlemen:
The Officer's Certificate is provided to you by BANC ONE MORTGAGE CAPITAL
MARKETS, LLC ("BOMCM") pursuant to Section 8.12 of that certain Pooling and
Servicing Agreement ("PSA") dated as June 1, 1998, relative to the above
referenced securitization for which BOMCM 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 officers, on behalf of BOMCM, hereby inform you (i) that, a
review of the activities of BOMCM as Special Servicer and of its performance
under the PSA has been made under the undersigneds' supervision for the period
of time commencing October 31, 1998 through year end 1998, (ii) that, to the
best of such undersigneds' knowledge, based on such review, it has fulfilled all
of its obligations under the PSA, throughout such period.
Sincerely,
BANC ONE MORTGAGE
CAPITAL MARKETS, LLC, Special Servicer
By
Paul Smyth
Managing Director Servicing
Edgar L Smith, II
Chief Operating Officer
