SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1998
Commission File Number 333-22133-01
CAPCO America Securitization Corporation
(Exact Name of registrant as specified in its charter)
Delaware 13-3672336
(State or Other Juris- (I.R.S. Employer
diction of Incorporation) Identification No.)
Two World Financial Center, Building B,
New York, New York 10281
(Address of Principal Executive Office)
Registrant's telephone number, including area code:
212-667-9300
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 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 __
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 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. Not applicable.
Table of Contents
PART I
Item 1. Business..............................................3
Item 2. Properties............................................3
Item 3. Legal Proceedings.....................................3
Item 4. Submission Of Matters To A Vote Of Security Holders...3
PART II
Item 5. Market For Registrant's Common Equity And Related
Shareholder
Matters.............................................3
Item 6. Selected Financial Data...............................3
Item 7. Management's Discussion And Analysis Of Financial
Condition And Results Of Operations...........................4
Item 8. Financial Statements And Supplementary Data...........4
Item 9. Changes In And Disagreements With Accountants On
Accounting And Financial Disclosure............ ....4
PART III
Item 10. Directors And Executive Officers Of The Registrant...4
Item 11. Executive Compensation...............................4
Item 12. Security Ownership Of Certain Beneficial Owners And
Management..........................................4
Item 13. Certain Relationships And Related Transactions.....4
PART IV
Item 14. Exhibits, Financial Statement Schedules And Reports
On Form 8-K................................................4
Signatures.................................................4
Exhibit Index.............................................4
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-D7 issued, pursuant to a Pooling and Servicing Agreement,
dated as of September 11, 1998 (the "Pooling and Servicing
Agreement"), by and among CAPCO America Securitization
Corporation (the "Company"), as depositor, The Capital Company
of America Client Services LLC (the "Servicer"), AMRESCO
Services, L.P., as Co-Servicer, AMRESCO Management Inc., as
Initial Special Servicer,AMRESCO Services, L.P., as Operating
Advisor, LaSalle National Bank, Trustee, and ABN AMRO Bank
N.V., as Fiscal Agent.The Certificates have been registered
pursuant to the Act under a Registration Statement on Form
S-3 (the "Registration Statement").
Capitalized terms used herein and not defined have the same
meanings ascribed to such terms in the Pooling and Servicing
Agreement.
This Annual Report is being filed by the Servicer, in its
capacity as such under the Pooling and Servicing Agreement,
on behalf of Registrant. The information contained herein
has been supplied to the Servicer by one or more of the
Borrowers or other third parties without independent review
or investigation by the Servicer. Pursuant to the Pooling
and Servicing Agreement, the Servicer is not responsible
for the accuracy or completeness of such information.
ITEM 2. PROPERTIES
Not applicable
ITEM 3. LEGAL PROCEEDINGS
Except for claims arising in the ordinary course of
business and which are covered by liability insurance, there
are no material pending legal proceedings involving the Trust
Fund, the Mortgages comprising the Trust Fund or the Trustee,
the Special Servicer or the Servicer with respect to or
affecting their respective duties under the Pooling and
Servicing Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Certificateholders during
the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There was one registered holder of the Certificate
representing an equity interest in the Trust as of December
31, 1998. To the Registrant's knowledge, as of that date
there was no principal market in which the Certificates
representing an equity interest in the Trust were traded.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF A
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
None.
PART III
The information required by Items 10, 11, 12 and 13
is not applicable as the trust fund does not have directors
or officers and Certificateholders have no right to vote
(except with respect to required consents to certain
amendments to the Pooling and Servicing Agreement and upon
certain events of default) or control the Trust Fund.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) 1. Servicer's Annual Statement of Compliance for
the period ended 12/31/98.
2. Servicer's Independent Accountant's Report on
3. Servicer's servicing activities.
(b) Current Reports on Form 8-K for the Trust were filed
(c) on the following dates: 09-16-1998; 09-24-1998; 10-14-
(d) 1998; 10-14-1998; 10-16-1998; 10-19-1998; 10-29-1998;
(e) 10-29-1998; 11-02-1998; 11-25-1998; 12-15-1998; 12-29-
(f) 1998; 01-26-1999; 02-11-1999; 02-26-1999; 03-17-1999;
(g) 03-26-1999.
<PAGE>
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 behalf of the Registrant by
the undersigned thereunto duly authorized.
THE CAPITAL COMPANY OF AMERICA CLIENT SERVICES LLC,
IN ITS CAPACITY AS SERVICER UNDER THE POOLING AND SERVICING
AGREEMENT ON BEHALF OF CAPCO AMERICA SECURITIZATION CORPORATION,
REGISTRANT
By: /s/ Ann Hambly
Name: Ann A. Hambly
Title: President and CEO
By: /s/ C. David Turner
Name: C. David Turner
Title: Secretary and Executive Vice President
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.1 Servicer's Annual Statement of Compliance
99.2 Servicer's Independent Accountants' Report on
Servicer's servicing activities
EXHIBIT 99.1
SERVICER'S ANNUAL STATEMENT
OF COMPLIANCE
March 4, 1999
LaSalle National Bank
135 South LaSalle Street
Suite 1625
Chicago, Illinois 60674-4107
Attention: Asset-Backed Securities Trust Services, CCA 1998-D7
CAPCO America Securitization Corporation
c/o The Capital Company of America LLC
101 California Street, 40th Floor
San Francisco, CA 94111
Attention: Marlyn A. Marincas
Fitch IBCA, Inc.
One State Street Plaza
New York, New York 10004
Attention: Commercial Mortgage
Surveillance
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Attention: Managing Director Commercial
Mortgage-Backed Securities
Re: CAPCO America Securitization Corporation Commercial
Mortgage Pass-Through Certificates, Series 1998-D7
Ladies and Gentlemen:
The undersigned officer of The Capital Company of
America Client Services LLC (the "Servicer") hereby
certifies that (i) a review of the activities of the
Servicer during the preceding calendar year (or such
shorter period from the Closing Date to the end of the
related calendar year) and of its performance under
the Pooling and Servicing Agreement dated September 11,
1998 for CAPCO America Securitization Corporation Commercial
Mortgage Pass-Through Certificates, Series 1998-D7 (the
"Pooling and Servicing Agreement") has been made under
such officer's supervision, (ii) to the best of such
officer's knowledge, based on such review, the Servicer
has fulfilled all of its material obligations under the
Agreement throughout such year (or such shorter period),
to the best of such officer's knowledge, each
related sub-servicer has fulfilled its obligations
under its sub-servicing agreement in all material
respects, and (iv) the Servicer has not received
any notice regarding 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. Defined terms used
herein but not defined shall have the meaning
assigned to them in the Pooling and Servicing
Agreement.
Very Truly Yours,
The Capital Company of America Client Services LLC
/s/ Ann Hambly
Ann Hambly
President and CEO
EXHIBIT 99.2
SERVICER'S INDEPENDENT ACCOUNTANT'S REPORT
ON SERVICER'S SERVICING ACTIVITIES
Report of Independent Accountants
January 25, 1999
To the Board of Directors of
Capital Company of America Client Services, LLC
We have examined the accompanying management assertion about
Capital Company of America Client Services, LLC's (The
"Company") 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,
minimum servicing standards V.4 and VI.1., which the MBA has
interpreted as inapplicable to such servicing) as of and for
the year ended December 31, 1998. Management is responsible
for the Company's compliance with those 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
Accounts 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
complied with the aforementioned minimum servicing standards
as of and for the year ended December 31, 1998 is fairly
stated, in all materiel respects.
/s/
<PAGE>
Management's Assertion that it has Complied with
the Mortgage Bankers Association of America's
Uniform Single Attestation Program
for Mortgage Bankers (USAP)
As of and for the year ended December 31, 1998, Capital Company
of America Client Services, LLC 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), attached as
Exhibit I (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, Capital Company of America
Client Services, LLC had in effect a fidelity bond and errors
and omissions policy in the amount of $20 million and $100
million, respectively.
/s/
Ann Hambly
President and Chief Executive Officer
Date: 1/25/99
/s/
David L. Ruiz
Chief Financial Officer
Date: 1/25/99
<PAGE>
Minimum Servicing Standards
I. Custodial bank accounts
1. Reconciliations shall be prepared on a monthly
basis for all customer bank accounts and related bank clearing
accounts. These reconciliation's shall:
* Be mathematically accurate;
* Be prepared within forty-five (45) calendar days
* after the cutoff date;
* Be reviewed and approved by someone other than
* the person who prepared the reconciliation;
* and
* Document explanation for reconciling items.
* These reconciling items shall be resolved
* within ninety (90) calendar days of their
* original identification.
2. Funds of the servicing entity shall be advanced
in cases where there is an overdraft in an investor's or a
mortgagor's account.
3. Each custodial account shall be maintained at a
federally insured depository institution in trust for the
applicable investor.
4. Escrow funds held in trust for a mortgagor shall
be returned to the mortgagor within thirty (30) calendar
days of payoff of the mortgage loan.
II. Mortgage Payments
1. Mortgage payments shall be deposited into the
custodial bank accounts and related bank clearing accounts
within two business days of receipt.
2. Mortgage payments made in accordance with the
mortgagor's loan documents shall be posted to the applicable
mortgagor records two business days of receipt.
3. Mortgage payments shall be allocated to
principal, interest, insurance, taxes or other escrow items
in accordance with the mortgagor's loan documents.
4. Mortgage payments identified as loan payoffs
shall be allocated in accordance with the mortgagor's loan
documents.
III. Disbursements
1. Disbursements made via wire transfer on behalf of a mortgagor or investor
shall be made only by authorized
personnel.
2. Disbursements made on behalf of a mortgagor or
investor shall be posted within two business days
to the mortgagor's or investor's records
maintained by the servicing entity.
Tax and insurance payments shall be made on or
before the penalty or insurance policy expiration
dates, as indicated on tax bills and insurance
premium notices, respectively, provided that
such support has been received by the servicing
entity at least thirty (30) calendar days prior
to these dates.
4. Any late payments penalties paid in conjunction
with payment of any tax bill or insurance premium notice
shall be paid from the servicing entity's funds and not
charged to the mortgagor, unless the late payments was
due to the mortgagor's error or omission.
5. Amounts remitted to investors per the servicer's
investor reports shall agree with cancelled checks, or other
form or payment, or custodial bank statements.
6. Unissued checks shall be safeguarded as to
prevent unauthorized access.
IV. Investor accounting and reporting
1. The servicing entity's investor reports shall
agree with, or reconcile to, investor's records on a monthly
basis as to the total unpaid principal and number of loans
serviced by the servicing entity.
V. Mortgage loan accounting
1. The servicing entity's mortgage loan records
shall agree with, or reconcile to, the records of mortgagors
with respect to the unpaid principal balance on a monthly
basis.
2. Adjustments on ARM loans shall be computed
based on the related mortgage note and any ARM rider.
3. Escrow accounts shall be analyzed, in
accordance with the mortgagor's loan on at
least an annual basis.
4. Interest on escrow accounts shall be paid,
or credited, to mortgagors in accordance with the applicable
state laws.
VI. Delinquencies
1. Records of the collection efforts shall be
maintained during the period a loan is in default and
shall be updated at least monthly. Such records shall
describe the entity's activities in monitoring delinquent
loans including, for example, phone calls, letters and
mortgage payment rescheduling plans in cases where the
delinquency is deemed temporary.
VII. Insurance Policies
1. A fidelity bond and errors and omissions
policy shall be in effect on the servicing entity
throughout the reporting period in the amount of
coverage represented to investors in management's
assertion.
