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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One) /X/ Annual Report pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
for fiscal year ended December 31, 1999
or
/ / Transition Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act 1934
for the transaction period from __________to ___________
Commission File Number: 333-63589
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J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
(IN RESPECT OF MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-C7)
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(Exact name of registrant as specified in its charter)
DELAWARE 133789046
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
60 WALL STREET
NEW YORK, NY 10260
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(Address of Principal Executive Offices) Zip Code
(212) 648-3636
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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 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 / / No /X/
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 the 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, 1999.
Not Applicable.
Number of shares of common stock outstanding as of December 31, 1999.
Not Applicable.
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Registrant has not been involved in bankruptcy proceedings during the proceeding
five years, and is not reporting as a corporate issuer.
The following documents are incorporated by reference into this Form 10-K.
None.
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J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP.
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-C7
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FORM 10-K
INDEX
<TABLE>
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PAGE
PART I.
<S> <C>
Item 1. Business....................................................................................4
Item 2. Properties..................................................................................4
Item 3. Legal Proceedings...........................................................................4
Item 4. Submission of Matters to a Vote of Security Holders.........................................4
PART II.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.......................4
Item 6. Selected Financial Data.....................................................................5
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.......5
Item 8. Financial Statements and Supplementary Data.................................................5
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure........5
PART III.
Item 10. Directors and Executive Officers of the Registrant........................................5
Item 11. Executive Compensation....................................................................5
Item 12. Security Ownership of Certain Beneficial Owners and Management............................5
Item 13. Certain Relationships and Related Transactions............................................6
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K...........................6
Supplemental Information to be Furnished with Reports Filed Pursuant
to Section 15(d) of the Securities Exchange Act of 1934 of Registrants
Which Have Not Registered Securities Pursuant to Section 12 of such Act.........................6
SIGNATURES..................................................................................................7
INDEX OF EXHIBITS...........................................................................................8
</TABLE>
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PART I
Item 1. BUSINESS
This Annual Report on Form 10-K is being filed on behalf of J.P. Morgan
Commercial Mortgage Finance Corp. (the "Registrant") by State Street Bank and
Trust Company, solely in its capacity as trustee under a Pooling and
Servicing Agreement dated as of April 1, 1999 (the "Pooling Agreement") among
J.P. Morgan Commercial Mortgage Finance Corp. as depositor, Midland Loan
Services, Inc. as master servicer and special servicer (the "Master
Servicer"), and State Street Bank and Trust Company as trustee (the
"Trustee").
Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to such terms in the Pooling Agreement.
The information contained herein has been supplied to the Trustee by third
parties without independent review or investigation by the Trustee and no
representation or warranty of any kind is made by the Trustee with respect to
such information.
The information called for by this item is omitted as it is not applicable to
the Trust Fund. As used in this Annual Report on Form 10-K, "omitted" means that
the response to the referenced item is omitted in reliance on the procedures
outlined in numerous no-action letters issued by the Commission's Staff with
respect to substantially similar trusts or certificates.
Item 2. PROPERTIES
Information regarding the Mortgaged Properties securing the Mortgage Loans has
been set forth in the Prospectus Supplement relating to the Certificates. The
Trust Fund created under the Pooling Agreement has or will acquire title to real
estate only upon default of the related mortgages under the Mortgage Loans. The
Trust Fund did not acquire any Mortgaged Property in connection with the
foreclosure of a defaulted Mortgage Loan or otherwise.
The Annual Statement as to Compliance of the Master Servicer and the Special
Servicer is annexed hereto as Exhibit 14(a)(1)(i). The Annual Independent Public
Accountants' Report with respect to Midland Loan Services, Inc., as the Master
Servicer and Special Servicer, is annexed hereto as Exhibit 14(a)(1)(ii).
Item 3. LEGAL PROCEEDINGS
The Registrant knows of no material pending legal proceedings involving either
of (i) Mortgaged Properties or (ii) to the extent related to the Trust Fund, the
Registrant, the Master Servicer, or the Trustee with respect to the Trust Fund
other than ordinary routine litigation, if any, incidental to any of such
parties duties under the Pooling Agreement and not material when taken as a
whole.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote or consent of the holders of the
Certificates during the period covered by this report.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Presently, there is no established trading market for the Certificates known to
the Registrant. As of March 16, 2000, there are an aggregate of fourteen (14)
registered holders of all Classes of the Registrant's Mortgage Pass-Through
Certificates, Series 1999-C7, including direct participants of the Depositing
Trust Company ("DTC") but excluding
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Cede & Co., DTC's nominee. The computation of the approximate number of holders
is based upon the number of individual participants in a security position
listing provided by DTC as of March 16, 2000.
Item 6. SELECTED FINANCIAL DATA
Omitted.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Omitted.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Registrant knows of no changes or disagreements with accountants on
accounting and financial disclosure with respect to the Trust Fund or the
Certificates.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted.
Item 11. EXECUTIVE COMPENSATION
Omitted.
PART III
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Information required by this item with respect to the security
ownership of certain beneficial owners of the Certificates is annexed
hereto as Exhibit 99.1.
(b) Omitted.
(c) As of March 27, 2000, the Class NR Certificate constitutes the
"Controlling Class" within the meaning and bearing the rights and
limitations set forth in the Pooling Agreement, including without
limitation the right to designate an entity to serve as Special
Servicer under the Pooling Agreement and to advise the Special
Servicer with respect to certain actions enumerated in the Pooling
Agreement. Reference is hereby made in all respects to the Pooling
Agreement for a complete description of the rights and limitations of
the Controlling Class.
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not Applicable.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS
(i) The Statement of Compliance delivered by Midland Loan
Services, Inc. as Master Servicer and Special Servicer under the
Pooling Agreement is annexed hereto as Exhibit 14(a)(1)(i).
(ii) The Independent Accountant's Report of Ernst & Young LLP
with respect to master servicing and special servicing by Midland
Loan Services, Inc. is annexed hereto as Exhibit 14(a)(1)(ii).
(a)(2) FINANCIAL STATEMENT SCHEDULES
Omitted.
(a)(3) EXHIBITS
Unless otherwise indicated, the following exhibits required by Item
601 of Regulation S-K and previously furnished to the Commission as
exhibits to a Report on Form 8-K, are incorporated into this Form
10-K by reference:
4. Pooling and Servicing Agreement dated as of April 1,
1999, by and among J.P. Morgan Commercial Mortgage
Finance Corp., as depositor, Midland Loan Services,
Inc. as master servicer and special servicer, and
State Street Bank and Trust Company, as Trustee.
99.1* Security Ownership of Certain Beneficial Owners.
(b) The following Reports on Form 8-K were filed with the
Commission by or on behalf of the Registrant with respect to
the Certificates during the last quarter of the period covered
by this report:
Report on Form 8-K dated October 15, 1999, reporting items 5
and 7.
Report on Form 8-K dated November 15, 1999, reporting items 5
and 7.
Report on Form 8-K dated December 15, 1999, reporting items 5
and 7.
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* Filed herewith
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OF REGISTRANTS WHICH HAVE NOT
REGISTERED SECURITIES PURSUANT TO SECTION 12 OF SUCH ACT.
The Registrant has not sent an annual report or proxy material to the holders of
its Certificates. The Registrant will not be sending an annual report or proxy
materials to the holders of its Certificates subsequent to the filing of this
Form 10-K.
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SIGNATURES
Pursuant to the requirements 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.
J.P. MORGAN COMMERCIAL MORTGAGE FINANCE
CORP. (IN RESPECT OF ITS MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES
1999-C7)
Dated: April 6, 2000 By: State Street Bank and Trust Company,
solely in its capacity as Trustee
of the Trust Fund for the
Registrant's Mortgage Pass-Through
Certificates, Series 1999-C7 and
not individually
By: /s/ Daniel Scully
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Daniel Scully, Assistant Secretary
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INDEX OF EXHIBITS
EXHIBIT NO. DESCRIPTION
14(a)(1)(i) The Annual Statement of Compliance delivered by Midland Loan
Services, Inc., as Master Servicer and Special Servicer
14(a)(1)(ii) The Independent Accountant's Report of Ernst & Young LLP with
respect to master servicing and special servicing by Midland
Loan Services, Inc.
99.1 Security Ownership of Certain Beneficial Owners (with original
principal balances)
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EXHIBIT 14(a)(1)(i)
[Midland Loan Services Inc. Logo]
March 28, 2000
VIA UPS
Attn: President -------
J.P. Morgan Commercial Mortgage Finance Corp. (212) 483-2323
60 Wall Street
New York, NY 10260-0000
J.P. Morgan Commercial Mortgage Finance Corp., Mortgage Pass-Through
Certificates, Series 1999-C7
Pooling and Servicing Agreement
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 in all
material respects; (iii) to the best of the undersigned's knowledge, the
subservicer, of the servicer under the PSA, 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
qualification as a REMIC under the U.S. Code.
/s/ Charles J. Sipple 3-29-00
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Charles J. Sipple Date
Executive Vice President
cc: Attn: Corporate Trust Department
State Street Bank and Trust Company
Two Avenue de Lafayette
Boston, MA 02111-0000
210 W. 10th Street Kansas City, MO 64105 Phone: 816/435-5000 Fax: 816/435-2326
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EXHIBIT 14(a)(1)(ii)
[Ernst & Young LLP Logo] / / One Kansas City Place / / Phone: 816-474-5200
1200 Main Street
Kansas City, Missouri 64105-2143
Report on Management's Assertion on Compliance
with the Minimum Servicing Standards Set Forth in the
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
Report on Independent Accountants
The Audit Committee
PNC Bank Corp.
We have examined management's assertion, included in the accompanying
report titled REPORT OF MANAGEMENT, that Midland Loan Services, Inc. (MLS), an
indirectly 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 VI.1., which the Mortgage Bankers Association of America has interpreted as
inapplicable to such servicing during the year ended December 31, 1999.
Management is responsible for MLS' compliance with those requirements. Our
responsibility is to express an opinion on management assertions about MLS'
compliance based on our examination.
Our examination was made in accordance with attestation 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 MLS complied with the
aforementioned requirements during the year ended December 31, 1999, is fairly
stated, in all material respects.
January 20, 2000 /s/ Ernst & Young LLP
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PAGE 2 OF 2
[Midland Loan Services Inc. Logo]
Management's Assertion on Compliance with the Minimum Servicing Standards
Set Forth in the UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
Report of Management
We, as members of management of Midland Loan Services, Inc. (MLS), an
indirectly 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, 1999 and for the year then ended. Based on this evaluation, we
assert that during the year ended December 31, 1999, MLS complied, in all
material respects, with the minimum servicing standards set forth in the USAP.
As of and for this same period, PNCBC had in effect a fidelity bond in
the amount of $300,000,000 and an errors and omissions policy in the amount of
$20,000,000.
/s/ C.J. Sipple
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C. J. Sipple
Executive Vice President
/s/ Steven W. Smith
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Steven W. Smith
Executive Vice President
January 20, 2000
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EXHIBIT 99.1
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 16, 2000, the following persons were known to the Registrant to be
the registered beneficial owners of more than 5% of the aggregate fractional
undivided interest evidenced by each Class of the Certificates referenced below:
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
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<S> <C> <C> <C>
Class A1* American Express Trust Company $19,000,000 7%
180 East 5th Street
St. Paul, Minnesota 55101
Bankers Trust Company $79,400,000 28%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Deutsche Bank Securities, Inc. $18,170,000 7%
175 Water Street
New York, New York 10038
State Street Bank and Trust Company $15,005,000 5.4%
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, Massachusetts 02171
Class A2* Bank of New York $59,258,000 16%
925 Patterson Plank Road
Secaucus, New Jersey 07094
Bankers Trust Company $184,100,000 52%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Chase Manhattan $24,375,000 7%
4 New York Plaza, 13th Floor
New York, New York 10004
Citibank, N.A. $25,000,000 7%
P.O. Box 30576
Tampa, Florida 33630-3576
Class B* Bank of New York $21,450,000 53%
925 Patterson Plank Road
Secaucus, New Jersey 07094
Chase Manhattan Bank $13,000,000 32%
4 New York Plaza, 13th Floor
New York, New York 10004
UMB Bank, National Association $5,317,000 13%
P.O. Box 419260
Kansas City, Missouri 64141-6260
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Class C* Bank of New York/First Union $5,000,000 12%
Safekeeping
Dealer Clearance
16 Wall Street, 5th Floor
New York, New York 10005
Boston Safe Deposit and Trust Company $10,000,000 25%
c/o Mellon Bank N.A.
Three Mellon Bank Center,
Room 153-3015
Pittsburgh, Pennsylvania 15259
Chase Manhattan Bank $15,000,000 37%
4 New York Plaza, 13th Floor
New York, New York 10004
Citibank, N.A. $10,067,000 25%
P.O. Box 30576
Tampa, Florida 33630-3576
Class D* Bank of New York $7,500,000 14%
925 Patterson Plank road
Secaucus, New Jersey 07094
Bankers Trust Company $7,500,000 14%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, Tennessee 37211
Chase Manhattan Bank $12,500,000 24%
4 New York Plaza, 13th Floor
New York, New York 10004
Northern Trust Company $10,000,000 19%
801 S. Canal C-IN
Chicago, Illinois 60607
State Street Bank and Trust Company $4,000,000 8%
1776 Heritage Drive
Global Corporate Action Unit JAB 5NW
No. Quincy, Massachusetts 02171
Class E* Bank of New York $9,020,000 75%
925 Patterson Plank Road
Secaucus, New Jersey 67094
Chase Manhattan $3,000,000 25%
4 New York Plaza, 13th Floor
New York, New York 10004
Class F* Bank of New York $26,564,000 70%
925 Patterson Plank Road
Secaucus, New Jersey 07094
Northern Trust Company $11,500,000 30%
801 S. Canal C-IN
Chicago, Illinois 60607
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Class G* Bank of New York $26,043,000 100%
925 Patterson Plank Road
Secaucus, New Jersey 07094
Class H* Bank of New York $4,006,000 100%
925 Patterson Plank Road
Secaucus, New Jersey 07094
Class NR* Bank of New York $24,045,036 100%
925 Patterson Plank Road
Secaucus, New Jersey 07094
Class X* Bank of New York $164,984,243 21%
925 Patterson Plank Road
Secaucus, New Jersey 07094
Bank of New York/CDC-FP $117,845,888 15%
One Wall Street
New York, New York 10286
Chase Manhattan Bank $329,968,485 41%
4 New York Plaza, 13th Floor
New York, New York 10004
FUNB - Phila. Main $188,553,420 24%
123 South Broad Street
Philadelphia, Pennsylvania 19109
Class R1 Boston Mortgage Investments XV1 LLC -0- 100%
c/o Crippin Koehler Holding Corporation
1440 Chapin Avenue, Suite 310
Burlingame, California 94010
Class R2 Boston Mortgage Investments XV1 LLC -0- 100%
c/o Crippin Koehler Holding Corporation
1440 Chapin Avenue, Suite 310
Burlingame, California 94010
Class R3 Boston Mortgage Investments XV1 LLC -0- 100%
c/o Crippin Koehler Holding Corporation
1440 Chapin Avenue, Suite 310
Burlingame, California 94010
</TABLE>
*As of March 16, 2000, the security ownership of the referenced class of
certificates was registered on the books and records of the Trustee to "Cede &
Co.", the Depository Trust Company's nominee. The beneficial ownership of such
class disclosed herein is based on a security position listing of the Depository
Trust Company as of March 16, 2000.
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