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: 333-45467
Morgan Stanely Capital I, Inc. issuer in respect of
Commercial Mortgage Pass-Through Certificates Series 1998-HF1
(Exact Name of registrant as specified in its charter)
Delaware 13-3291626
(State or Other Juris- (I.R.S. Employer
diction of Incorporation) Identification No.)
1585 Broadway Street, New York, New York, 10036
(Address of Principal Executive Office)
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 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-HF1 issued, pursuant to a Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), by and among
Morgan Stanley Capital I Inc., The Depositor, Ameresco Services,
L.P., as master ServicerLennar Partners Inc. as special servicer,
LaSalle National Bank, as 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 Trustee, in its capacity
as such under the Pooling and Servicing Agreement, on behalf of
Registrant. The information contained herein has been supplied
to the Trustee by one or more of the Borrowers or other third
parties without independent review or investigation by the
Trustee. Pursuant to the Pooling and Servicing Agreement, the
Trustee is not responsible for the accuracy or completeness of
such information.
ITEM 2. PROPERTIES
See Exhibits 99.1 and 99.2 hereto for Servicer's Annual
Statement of Compliance and Servicer s Independent Accountant's
Report on Servicer's servicing activities.
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, 1997. 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.
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 Servicer's
servicing activities.
(b) All current Reports on Form 8-K for the Trust have been
filed as of 12/31/98.
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 by the undersigned thereunto
duly authorized.
LASALLE NATIONAL BANK, IN
ITS CAPACITY AS TRUSTEE UNDER
THE POOLING AND SERVICING
AGREEMENT ON BEHALF OF
Morgan Stanley Capital I Inc.
REGISTRANT
By: /s/ Russell Goldenberg
Name: Russell Goldenberg
Title: Senior Vice President
Dated: March 30, 1999
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
CERTIFICATE OF OFFICER
OF
LENNAR PARTNERS, INC.
Pooling and Servicing Agreement dated as of March 1, 1998,
(the "Agreement"), by and among Morgan Stanley Capital I,
Inc., as Depositor, LaSalle National Bank, as Trustee, ABN
AMRO Bank N.V., as Fiscal Agent, AMRESCO Services, L.P., as
Master Servicer and Lennar Partners Inc., as Special Servicer
(MSCI 1998-HF1)
The undersigned, Ronald E. Schrager, as Vice President of LENNAR PARTNERS,
INC.,a Florida Corporation (the "Company"), in
accordance with section 8.12 of the Agreement, hereby
certifies on behalf of the Company that (a) a review of the
activities of the Company during the period from March 27,
1998 through December 31, 1998 and of the Company's performance
under the Agreement has been performed under my supervision,
and (b) to the best of my knowledge, based on such review,
the Company has fulfilled all of its obligations in all
material respects under the Agreement throughout such period
ended December 31, 1998.
IN WITNESS WHEREOF, the undersigned has executed and delivered
this Certificate as of the 12th day of March, 1999.
Ronald E. Schrager_____
Ronald E. Schrager
Vice President
Lennar Partners, Inc.
Deloitte & Touche LLP
Certified Public Accountants
Suite 400
200 South Biscayne Boulevard
Miami, Florida 33131-2310
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors of
Lennar Partners, Inc.:
We have examined management's assertion about Lennar Partners,
Inc.'s (the "Company") compliance with the minimum servicing
standards identified in the Mortgage Banker's Association of
America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) as applicable to the special servicing of
commercial and multifamily mortgage loans 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 applicable 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 the Company's compliance with the
applicable 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 applicable minimum servicing standards.
In our opinion, management's assertion that the Company
complied with the aforementioned applicable minimum
servicing standards as of and for the year ended December
31, 1998 is fairly stated, in all material respects.
Deloitte & Touche LLP
February 12, 1999
