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.: 333-45467-04
Morgan Stanley Capital I, Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-XL2
(Exact name of registrant as specified in its charter)
52-2132157
New York 52-2132155
(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 Capital I, Inc. Commercial Mortgage Pass-Through Certificates
Series 1998-XL2 established pursuant to a Pooling and Servicing Agreement among
Morgan Stanley Capital I, Inc., Depositor, Midland Loan Services, Inc., Master
Servicer, Midland Loan Services, Inc., Special Servicer and Norwest Bank
Minnesota, National Association, Trustee, pursuant to which the Morgan Stanley
Capital I, Inc. Commercial Mortgage Pass-Through Certificates Series 1998-XL2
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) Midland Loan Services <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) Midland Loan Services <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) Midland Loan Services <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F2>
(b) On November 19, 1998, and December 19, 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:
Morgan Stanley Capital I, Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-XL2
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) Midland Loan Services, Inc. as Servicer <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards
for the year ended December 31, 1998.
a) Midland Loan Services, Inc. as Servicer <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1998.
a) Midland Loan Services, Inc. as Servicer <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
(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)
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
SERVICING OFFICERS CERTIFICATE
On behalf of Midland Loan Services, Inc., a Delaware corporation
("Midland"), I hereby certify that the persons identified on Exhibit "A"
attached hereto are hereby designated as Servicing Officers of the Master
Servicer and Special Servicer, as such term is defined in the Pooling and
Servicing Agreement between Midland, as Master Servicer and Special Servicer,
Morgan Stanley Capital I Inc., as Depositor, and Norwest Bank Minnesota,
National Association, as Trustee, in respect of the Morgan Stanley Capital I
Inc. Commercial Mortgage Pass-Through Certificates, Series 1998-XL2, and the
signatures of such persons are their genuine signatures.
Dated as of: October 15, 1998.
By:
Paula J. Mickelson
Assistant Secretary of
Midland Loan Services, Inc.
