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, 1998
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: 333-24489-02
------------
MORTGAGE CAPITAL FUNDING, INC.
(Issuer in Respect of MULTIFAMILY/COMMERCIAL MORTGAGE
-----------------------------------------------------
PASS-THROUGH CERTIFICATES, SERIES 1998-MC2)
-------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3408716
- --------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
333 Park Avenue, 3rd Floor
New York, New York 10043
- ---------------------------------------- --------
(Address of Principal Executive Offices) Zip Code
(212) 559-6899
--------------------------------------------------
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, 1998.
Not Applicable.
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<PAGE>
Number of shares of common stock outstanding as of December 31, 1998.
Not Applicable.
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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<PAGE>
MORTGAGE CAPITAL FUNDING, INC.
MULTIFAMILY/COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-MC2
FORM 10-K
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I.
Item 1. Business......................................................................................... 4
Item 2. Properties....................................................................................... 4
Item 3. Legal Proceedings................................................................................ 5
Item 4. Submission of Matters to a Vote of Security Holders.............................................. 5
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters............................................................................ 5
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............................................................ 6
PART III.
Item 10. Directors and Executive Officers of the Registrant.............................................. 6
Item 11. Executive Compensation.......................................................................... 6
Item 12. Security Ownership of Certain Beneficial Owners and Management.................................. 6
Item 13. Certain Relationships and Related Transactions.................................................. 6
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K................................. 7
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................................ 8
SIGNATURES..................................................................................................... 9
INDEX OF EXHIBITS.............................................................................................. 10
</TABLE>
-3-
<PAGE>
PART I
Item 1. Business
This Annual Report is being filed on behalf of Mortgage Capital Funding, Inc.
(the "Registrant") by the Trustee, in its capacity as such under the Pooling
Agreement hereinafter identified and with respect to the Registrant's
Multi-family/Commercial Mortgage Pass-Through Certificates, Series 1998-MC2
(such certificates being sometimes referred to herein as the "Certificates").
The Certificates were issued under a Pooling and Servicing Agreement dated as of
June 1, 1998 (the "Pooling Agreement") by and among the Registrant, as sponsor,
Citicorp Real Estate, Inc., as Mortgage Loan Seller (the "Loan Seller"), Morgan
Guaranty Trust Company of New York, as Additional Warranting Party ("MGT"),
CRIIMI MAE Services Limited Partnership ("CRIIMI MAE Services"), as master
servicer and special servicer, and State Street Bank and Trust Company, as
Trustee and REMIC Administrator. As of October 31, 1998, CRIIMI MAE Services has
been removed as special servicer and Banc One Mortgage Capital Markets, LLC has
been serving as the replacement special servicer under the Pooling Agreement.
Capitalized terms used herein and not otherwise defined shall have the
respective meanings ascribed to such terms in the Pooling Agreement.
The information contained in the Annual Report on Form 10-K 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 to this item 1 is omitted in reliance on the procedures outlined
in a request to the Securities and Exchange Commission for an exemption from
certain reporting requirements (the "1995 No-Action Letter"), filed by Thacher
Proffitt & Wood on behalf of Mortgage Capital Funding, Inc. ("MCFI" or the
"Registrant") and made publicly available on May 19, 1995 and on an application
for exemptive order pursuant to Section 12(h) of the Securities Exchange Act of
1934 (together with the 1995 No-Action Letter, the "No-Action Letter"), filed by
Thacher Proffitt & Wood on behalf of the Registrant and made publicly available
on January 13, 1994, in each case with respect to substantially similar trusts
and offered 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 and
filed by the Registrant with the Commission. 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 Annual Statement as to Compliance of CRIIMI MAE Services, in its capacities
as Master Servicer and Special Servicer under the Pooling Agreement and for the
period from June 1, 1998 through October 30, 1998 is annexed hereto as Exhibit
14(a)(i). The Annual Servicing Report of an independent public accountant with
respect to servicing by CRIIMI MAE Services for the period of June 1, 1998
through October 30, 1998 required to be delivered under the Pooling Agreement is
not available currently but will be subsequently filed with the Commission.
The Annual Statement as to Compliance of Banc One Mortgage Capital Markets, LLC,
in its capacity as Special Servicer, under the Pooling Agreement and for the
period of October 31, 1998 through December 31, 1998 is annexed hereto as
Exhibit 14(a)(ii). The Annual Servicing Report of an independent public
accountant with respect to servicing by Banc One Mortgage Capital Markets, LLC
for the period of October 31, 1998 through December 31, 1998 required to be
delivered under the Pooling Agreement is annexed hereto as Exhibit
14(a)(1)(iii).
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<PAGE>
The Trust Fund did not acquire any mortgage property in connection with the
foreclosure of a defaulted Mortgage Loan or otherwise.
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings involving either
of (i) the Mortgage Properties or (ii) to the extent related to the Trust Fund,
the Registrant, the Loan Seller, CRIIMI MAE Services in its capacity, and for so
long as it served as, the Master Servicer and Special Servicer under the Pooling
Agreement, Banc One Mortgage Capital Markets, LLC ("BOMCM"), in its capacity as
the successor Special Servicer under the Pooling Agreement, MGT or the Trustee
with respect to the Trust Fund other than ordinary routine litigation, if any,
incidental to the Trustee's, each such servicer's, the Loan Seller's, MGT's, or
the Registrant's duties under the Pooling Agreement and not material when taken
as a whole.
On October 5, 1998, CRIIMI MAE Inc. ("CRIIMI MAE"), an affiliate of CRIIMI MAE
Services and holder of the "Controlling Class" of Certificates (as such term is
defined in the Pooling Agreement) filed a petition for reorganization under
Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code") with
the United States Bankruptcy Court for the District of Maryland. This filing led
to actions by certain rating agencies affecting the status of CRIIMI MAE
Services as an approved servicer and thereupon, in order to allay rating agency
concerns, to action by CRIIMI MAE, as the holder of the Controlling Class of the
Certificates, to remove and replace CRIIMI MAE Services as Special Servicer
under the Pooling Agreement and to appoint BOMCM as the replacement Special
Servicer under the Pooling Agreement. The Registrant and the Trustee have been
informed that CRIIMI MAE Services continues to perform special servicing
functions as sub-special servicer from BOMCM. To the knowledge of the Registrant
and the Trustee, CRIIMI MAE Services did not file for protection under Chapter
11 or any other Chapter of the Bankruptcy Code. CRIIMI MAE Services continues to
service as Master Servicer under the Pooling Agreement.
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 December 31, 1998, there are an aggregate of 3 record
holders of all Classes of the Registrant's Multifamily/Commercial Mortgage
Pass-Through Certificates Series, 1998-MC2.
Item 6. Selected Financial Data
Omitted pursuant to the No-Action Letter.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Omitted pursuant to the No-Action Letter.
Item 8. Financial Statements and Supplementary Data
Omitted pursuant to the No-Action Letter.
-5-
<PAGE>
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 pursuant to the No-Action Letter.
Item 11. Executive Compensation
Omitted pursuant to the No-Action Letter.
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Information required by this item with respect to certain owners of the
Certificates is annexed hereto as Exhibit 99.1.
(b) Omitted pursuant to the No-Action Letter.
(c) Omitted pursuant to the No-Action Letter.
Item 13. Certain Relationships and Related Transactions
The Registrant has been informed that as of December 31, 1998, CRIIMI MAE Inc.
was the beneficial owner of Certificates issued by the Trust with an outstanding
principal amount of $17,666,069.00 (representing 1.75% of all the Certificates,
and 100% of the Registrant's Mortgage Pass-Through Certificates, Series
1998-MC2, Class L Certificates (the "Class L Certificates")). During the
Reporting Year, CRIIMI MAE Services Limited Partnership ("CRIIMI MAE Services"),
an affiliate of CRIIMI MAE Inc., served as Master Servicer and served as Special
Servicer under the Pooling Agreement. Pursuant to the Pooling Agreement, the
master servicer is entitled to a master servicing fee that is equal, with
respect to each Mortgage Loan (and any related REO Property), on a per annum
basis, to .00215% per annum less than the Administrative Fee specified for such
Mortgage Loan in the Mortgage Loan Schedule attached to the Pooling Agreement.
The master servicer is also entitled to receive certain other fees as specified
in the Pooling Agreement. Under the Pooling Agreement, the special servicer is
entitled to a fee, with respect to each Specially Serviced Mortgage Loan and
each REO Loan, of 0.25% per annum. In 1998, CRIIMI MAE Services received
$101,383.00 for its services as master servicer and $0.00 for its services as
special servicer.
As of December 31, 1998 and March 29, 1999, the Class L Certificates constitute
the "Controlling Class" of Certificates 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 therein. Reference is hereby made in all respects to the
Pooling Agreement for a complete description of the rights and limitations of
the Controlling Class. The Registrant has been informed that the records of the
Trustee reflect that to November 17, 1998, the registered holder of the Class L
Certificates was Citibank, N.A. and that on November 17, 1998, record ownership
of the Class L Certificates was transferred from Citibank, N.A. to CRIIMI MAE
Inc.
PART IV
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<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(i) Annual Statement as to Compliance by CRIIMI MAE Services Limited
Partnership for the period from June 1, 1998 through October 30,
1998 required pursuant to the Pooling Agreement is annexed
hereto as Exhibit 14(a)(i).
(ii) Annual Servicing Report from independent public accountants with
respect to CRIIMI MAE Services Limited Partnership for the
period from June 1, 1998 through October 30, 1998
Has not yet been delivered by CRIIMI MAE Services Limited
Partnership and will be subsequently filed with the Commission.
(iii) Annual Statement as to Compliance by Banc One Mortgage Capital
Markets, LLC for the period from October 31, 1998 through
December 31, 1998 required pursuant to the Pooling Agreement is
annexed hereto as Exhibit 14(a)(ii).
(iv) Annual Servicing Report from independent public accountants with
respect to Banc One Mortgage Capital Markets, LLC for the period
from June 1, 1998 through October 30, 1998 is annexed hereto as
Exhibit 14(a)(1)(iii).
(a)(2) Financial Statement Schedules
Not Applicable.
(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 June 1,
1998, by and among Mortgage Capital Funding, Inc., as
depositor, Citicorp Real Estate, Inc., as Mortgage Loan
Seller, Morgan Guaranty Trust Company of New York,
Additional Warranting Party, CRIIMI MAE Services Limited
Partnership, master servicer and special servicer, and
State Street Bank and Trust Company, as Trustee and
REMIC Administrator.
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 with respect to information contained in
Distribution Date Statements delivered to Certificateholders for
the Distribution Dates occurring in October, November and
December, 1998, respectively:
Report on Form 8-K dated October 20, 1998, reporting items 5 and
7.
Report on Form 8-K dated November 18, 1998, reporting items 5
and 7.
-7-
<PAGE>
Report on Form 8-K dated December 7, 1998, reporting items 5 and
7.
(c) Information aggregating certain data information reported to
certificateholders with respect to distributions on their
Certificates made in 1998 is set forth in Exhibit 99(d) annexed
hereto.
- ------------------
* 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.
-8-
<PAGE>
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.
MORTGAGE CAPITAL FUNDING, INC.
(In Respect of MULTIFAMILY/COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-MC2)
Dated: April 15, 1999 By: State Street Bank and Trust Company,
solely in its capacity as Trustee of the
Trust Fund for the Registrant's
Multifamily/Commercial Mortgage Pass-Through
Certificates, Series 1998-MC2 and not
individually
By: /s/ David Shepherd
------------------------------------------------
David Shepherd, Assistant Secretary
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<PAGE>
INDEX OF EXHIBITS
Exhibit No. Description
- ----------- -----------
14(a)(1)(i) Annual Statement As To Compliance Delivered by CRIIMI MAE Limited
Partnership as Master Servicer and Special Servicer for the period
June 1, 1998 through October 30, 1998 required pursuant to the
Pooling Agreement.
14(a)(1)(ii) Annual Statement as to Compliance by Banc One Mortgage Capital
Markets, LLC for the period from October 31, 1998 through December
31, 1998 required pursuant to the Pooling Agreement.
14(a)(1)(iii) Independent Accountant's Report of PricewaterhouseCoopers LLP, an
independent public accountant with respect to special servicing by
Banc One Mortgage Capital Markets, LLC.
99.1 Security Ownership of Certain Owners (with original principal
balances).
99.2 Aggregate Data with respect to Distributions made on the
Certificates in 1998.
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EXHIBIT 14(a)(1)(i)
[CRIIMI MAE LOGO]
ANNUAL STATEMENT AS TO COMPLIANCE
OFFICER'S CERTIFICATE
Re: Mortgage Capital Funding, Inc.
Multifamily/Commercial Mortgage Pass-Through Certificates
Series 1998-MC2 (the "Trust")
As an authorized officer of CRIIMI MAE Services Limited Partnership, Master
Servicer and Special Servicer for the Trust, and pursuant to the requirements of
Section 3.14 of that certain Pooling and Servicing Agreement (PSA), dated as of
June 1, 1998. I hereby certify that (i) a review of the Master Servicer's and
Special Servicer's performance of its obligations under the (PSA) for the period
of June 1, 1998, through October 30, 1998, has been made under my supervision;
and (ii) to the best of my knowledge, based upon such review, the Master
Servicer and Special Servicer has fulfilled all of its obligations under this
Agreement in all material respects throughout such period and there has been no
default in the fulfillment of any such obligation.
CRIIMI MAE SERVICES LIMITED PARTNERSHIP,
solely as authorized agent
By: CRIIMI MAE Services, Inc.
its general partner
/s/ Maribeth Stahl
-------------------------
By: Maribeth Stahl
Vice President
Date: March 12, 1999
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EXHIBIT 14(a)(ii)
BANC ONE MORTGAGE
CAPITAL MARKETS, LLC
Paul Smyth
1717 Main Street, 12th Floor
Dallas, Texas 75201
Telephone: (214) 290-2505
Facsimile: (214) 290-3142
March 5, 1999
Mortgage Capital Funding, Inc.
399 Park Avenue, 3rd Floor
New York, NY 10043
Attn: Mortgage Finance
CRIIMI MAE Services Limited Partnership
11200 Rockville Pike
Rockville, MD 20852
Attn: Brian Hanson
State Street Bank and Trust Company
Two International Place, 5th Floor
Boston, MA 02110
Attn: Mortgage Capital Funding
RE: Mortgage Capital Funding, Inc. Multifamily/Commercial Mortgage
Pass-Through Certificates, Series 1998-MC2
Ladies and Gentlemen:
The Officer's Certificate is provided to you by BANC ONE MORTGAGE CAPITAL
MARKETS, LLC ("BOMCM") pursuant to Section 3.13 of that certain Pooling and
Servicing Agreement ("PSA") dated as of 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 in 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, and (iii) that, to the
best of the undersigneds' knowledge, BOMCM has received no notice regarding
qualification, or challenging the status, of the Series 1998-MC2 REMIC as a
REMIC from the Internal Revenue Service or any other governmental agency or
body.
Sincerely,
BANC ONE MORTGAGE
CAPITAL MARKETS, LLC, Special Servicer
By: /s/ Paul Smyth By: /s/ Edgar L. Smith, II
------------------------------ ------------------------------
Paul Smyth Edgar L. Smith, II
Managing Director Servicing Chief Operating Officer
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EXHIBIT 14(a)(1)(iii)
Page 1 of 2
[PRICEWATERHOUSECOOPERS 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 standard as of and for the year ended December 31, 1998
is fairly stated, in all material respects.
/s/PricewaterhouseCoopers LLP
- -------------------------------
PricewaterhouseCoopers LLP
Dallas, Texas
February 22, 1999
<PAGE>
EXHIBIT 14(a)(1)(iii)
Page 2 of 2
BancOne Mortgage
Capital Markets, LLC
TX1-2198
1717 Main Street, Suite 1100
Dallas, TX 75201-2498
Tel: 300 887-5781
www.bomcm.com
[BANC ONE 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.
/s/ Edgar L. Smith, II
- -------------------------
Edgar L. Smith, II
Chief Operating Officer
EXHIBIT 99.1
PAGE 1 OF 2
ITEM 12 Security Ownership of Certain Beneficial Owners
As of December 31, 1998, 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 HOLDERS OF RECORD OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
-------- -------------------- ------------------------------ -------
<S> <C> <C> <C>
Class A-1 Cede & Co. $205,079,000.00 100%
55 Water Street
New York, New York 10041
Class A-2 Cede & Co. $514,190,000.00 100%
55 Water Street
New York, New York 10041
Class B Cede & Co. $47,951,000.00 100%
55 Water Street
New York, New York 10041
Class C Cede & Co. $58,046,000.00 100%
55 Water Street
New York, New York 10041
Class D Cede & Co. $60,570,000.00 100%
55 Water Street
New York, New York 10041
Class E Cede & Co. $37,856,000.00 100%
55 Water Street
New York, New York 10041
Class F Cede & Co. $12,619,000.00 100%
55 Water Street
New York, New York 10041
Class G Citibank, N.A. $25,238,000.00 100%
c/o Jeff Tol
399 Park Avenue, 3rd Floor
New York, New York 10043
Class H Citibank, N.A. $7,571,000.00 100%
c/o Jeff Tol
399 Park Avenue, 3rd Floor
New York, New York 10043
Class J Citibank, N.A. $15,143,000.00 100%
c/o Jeff Tol
399 Park Avenue, 3rd Floor
New York, New York 10043
</TABLE>
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<PAGE>
EXHIBIT 99.1
PAGE 2 OF 2
<TABLE>
<S> <C> <C> <C>
Class K Citibank, N.A. $7,571,000.00 100%
c/o Jeff Tol
399 Park Avenue, 3rd Floor
New York, New York 10043
Class L CRIIMI MAE Inc. $17,666,069.00 100%
11200 Rockville Pike
Rockville, MD 20852
Class R-I Cede & Co. -0- 100%
55 Water Street
New York, New York 10041
Class R-II Cede & Co. -0- 100%
55 Water Street
New York, New York 10041
Class R-III Cede & Co. -0- 100%
55 Water Street
New York, New York 10041
Class X Cede & Co. $1,009,500,069.00 100%
55 Water Street
New York, New York 10041
</TABLE>
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EXHIBIT 99.2
AGGREGATE DISTRIBUTIONS TO CERTIFICATEHOLDERS IN 1998
-15-
<PAGE>
EXHIBIT 99(d)
[STATE STREET LOGO]
Mortgage Capital Funding, INC.
Commercial Mortgage Pass Through Certificates
Series 1998-MC2
July 18, 1998 - December 18,1998
Payment Dates: 7/18/98 - 12/18/98
Summary of Available Information
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Pass Through Interest Original Fitch Original Beginning
Class Cusip Rate Type Rating Balance Balance
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
A-1 61910DEP3 6.325% Fixed AAA 205,079,000.00 205,079,000.00
A-2 61910DEQ1 6.423% Fixed AAA 514,190,000.00 514,190,000.00
B 61910DES7 6.549% Fixed AA 47,951,000.00 47,951,000.00
C 61910DET5 6.726% Fixed A 58,046,000.00 58,046,000.00
D 61910DEU2 Variable Variable BBB 60,570,000.00 60,570,000.00
E 61910DEV0 Variable Variable BBB- 37,856,000.00 37,856,000.00
F 61910DEW8 Variable Variable N/A 12,619,000.00 12,619,000.00
G 61910DEY4 Variable Variable N/A 25,238,000.00 25,238,000.00
H 61910DFA5 Variable Variable N/A 7,571,000.00 7,571,000.00
J 61910DFC1 6.00% Fixed N/A 15,143,000.00 15,143,000.00
K 61910DFE7 6.00% Fixed N/A 7,571,000.00 7,571,000.00
L 61910DFG2 6.00% Fixed N/A 17,666,069.00 17,666,069.00
X 61910DER9 0.66082963% Variable AAA 1,009,500,069.00 1,009,500,069.00
R-III N/A N/A N/A 0.00
- -----------------------------------------------------------------------------------------------
Total: 1,009,500,069.00 1,009,500,069.00
---------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------
Principal Interest Total Ending
Class Paid Paid Paid Balance
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
A-1 6,099,027.11 6,406,148.98 12,505,176.09 198,979,972.89
A-2 0.00 16,513,211.88 16,513,211.88 514,190,000.00
B 0.00 1,570,155.48 1,570,155.48 47,951,000.00
C 0.00 1,952,086.98 1,952,086.98 58,046,000.00
D 0.00 2,147,509.38 2,147,509.38 60,570,000.00
E 0.00 1,357,755.00 1,357,755.00 37,856,000.00
F 0.00 452,596.92 452,596.92 12,619,000.00
G 0.00 905,193.90 905,193.90 25,238,000.00
H 0.00 271,543.80 271,543.80 7,571,000.00
J 0.00 454,290.00 454,290.00 15,143,000.00
K 0.00 227,130.00 227,130.00 7,571,000.00
L 0.00 529,982.10 529,982.10 17,666,069.00
X 0.00 3,674,219.30 3,674,219.30 1,003,401,041.89
R-III 0.00 0.00 0.00 0.00
- -----------------------------------------------------------------------
6,099,027.11 36,461,823.72 42,560,850.83 1,003,401,041.89
--------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Beginning Principal Interest Prepayment Ending
Class Certif. Factor Distribution(1) Distribution(1) Premiums Certif. Factor
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A-1 1.0000000000 29.7398910176 31.2374693655 0.0000000000 0.9702601090
A-2 1.0000000000 0.0000000000 32.1150000583 0.0000000000 1.0000000000
B 1.0000000000 0.0000000000 32.7449996872 0.0000000000 1.0000000000
C 1.0000000000 0.0000000000 33.6300000000 0.0000000000 1.0000000000
D 1.0000000000 0.0000000000 35.4550004953 0.0000000000 1.0000000000
E 1.0000000000 0.0000000000 35.8663091716 0.0000000000 1.0000000000
F 1.0000000000 0.0000000000 35.8663063634 0.0000000000 1.0000000000
G 1.0000000000 0.0000000000 35.8663087408 0.0000000000 1.0000000000
H 1.0000000000 0.0000000000 35.8663056399 0.0000000000 1.0000000000
J 1.0000000000 0.0000000000 30.0000000000 0.0000000000 1.0000000000
K 1.0000000000 0.0000000000 30.0000000000 0.0000000000 1.0000000000
L 1.0000000000 0.0000000000 30.0000016982 0.0000000000 1.0000000000
X 1.0000000000 0.0000000000 3.6396424456 0.0000000000 0.9939583688
R-III 0.0000000000 0.0000000000 0.0000000000 0.0000000000 0.0000000000
- -------------------------------------------------------------------------------------------
</TABLE>
STATE STREET
Serving Institutional Investors Worldwide
- --------------------------------------------------------------------------------
This report has been prepared by, or is based on information furnished to State
Street Bank and Trust Company ("State Street") by, one or more third parties
(e.g. Servicers, Master Servicer, etc.), and State Street has not independently
verified information received from or prepared by any such third party. State
Street shall not and does not undertake responsibility for the accuracy,
completeness, or sufficiency of this report or the information contained herein
for any purpose, and State Street makes no representations or warranties with
respect thereto. The information in this report is presented here with the
approval of the Issuer soley as a convience for the user, and should not be
reiled upon withour further investigation by any user contemplating an
investment decision with repsect to the related securities.
<PAGE>
[STATE STREET LOGO]
Mortgage Capital Funding, INC.
Multifamily/Commercial Mortgage Pass-Through Certificates
B273
Payment Dates: 7/18/98 - 12/18/98
1998 Aggregate Trustee Report to Certificateholders
Principal Detail
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Beginning Scheduled Unscheduled Principal Realized Additional Trust Total Principal Ending
Class Balance Principal Principal Adjustments Losses Fund Expenses Distrib. Amount Balance
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
A-1 205,079,000.00 6,099,027.11 0.00 0.00 0.00 0.00 6,099,027.11 198,979,972.89
A-2 514,190,000.00 0.00 0.00 0.00 0.00 0.00 0.00 514,190,000.00
B 47,951,000.00 0.00 0.00 0.00 0.00 0.00 0.00 47,951,000.00
C 58,046,000.00 0.00 0.00 0.00 0.00 0.00 0.00 58,046,000.00
D 60,570,000.00 0.00 0.00 0.00 0.00 0.00 0.00 60,570,000.00
E 37,856,000.00 0.00 0.00 0.00 0.00 0.00 0.00 37,856,000.00
F 12,619,000.00 0.00 0.00 0.00 0.00 0.00 0.00 12,619,000.00
G 25,238,000.00 0.00 0.00 0.00 0.00 0.00 0.00 25,238,000.00
H 7,571,000.00 0.00 0.00 0.00 0.00 0.00 0.00 7,571,000.00
J 15,143,000.00 0.00 0.00 0.00 0.00 0.00 0.00 15,143,000.00
K 7,571,000.00 0.00 0.00 0.00 0.00 0.00 0.00 7,571,000.00
L 17,666,069.00 0.00 0.00 0.00 0.00 0.00 0.00 17,666,069.00
X* 1,004,496,041.95 0.00 0.00 0.00 0.00 0.00 0.00 1,003,401,041.89
R-III N/A 0.00 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------------------------------------------
Total: $ 1,009,500,069.00 6,099,027.11 0.00 0.00 0.00 0.00 6,099,027.11 1,003,401,041.89
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Based on a Notional Balance
Interest Detail
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Accrued Underpaid Overpaid Excess Prepayment Prepayment Interest Distributable Cumulative Interest
Class Certificate Interest Int. Due Int. Due PPIS Premiums Shortfall Shortfall Certif. Interest Shortfall
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A-1 6,406,148.98 0.00 0.00 0.00 0.00 0.00 0.00 6,406,148.98 0.00
A-2 16,513,211.88 0.00 0.00 0.00 0.00 0.00 0.00 16,513,211.88 0.00
B 1,570,155.48 0.00 0.00 0.00 0.00 0.00 0.00 1,570,155.48 0.00
C 1,952,086.98 0.00 0.00 0.00 0.00 0.00 0.00 1,952,086.98 0.00
D 2,147,509.38 0.00 0.00 0.00 0.00 0.00 0.00 2,147,509.38 0.00
E 1,357,755.00 0.00 0.00 0.00 0.00 0.00 0.00 1,357,755.00 0.00
F 452,596.92 0.00 0.00 0.00 0.00 0.00 0.00 452,596.92 0.00
G 905,193.90 0.00 0.00 0.00 0.00 0.00 0.00 905,193.90 0.00
H 271,543.80 0.00 0.00 0.00 0.00 0.00 0.00 271,543.80 0.00
J 454,290.00 0.00 0.00 0.00 0.00 0.00 0.00 454,290.00 0.00
K 227,130.00 0.00 0.00 0.00 0.00 0.00 0.00 227,130.00 0.00
L 529,982.10 0.00 0.00 0.00 0.00 0.00 0.00 529,982.10 0.05
X 3,674,219.30 0.00 0.00 0.00 0.00 0.00 0.00 3,674,219.30 0.00
R-III 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
- -----------------------------------------------------------------------------------------------------------------------------------
Total: 36,461,823.72 0.00 0.00 0.00 0.00 0.00 0.00 36,461,823.72 0.05
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
[STATE STREET LOGO]
Mortgage Capital Funding, INC.
Multifamily/Commercial Mortgage Pass-Through Certificates
B273
Payment Dates: 7/18/98 - 12/18/98
1998 Aggregate Trustee Report to Certificateholders
Aggregate Information
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Aggregate P&I Beg. Stated Ending Stated Mortgage Pool # of Outstanding
Advances Prin. Balance Prin. Balance Rate Loans*
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
615,255.79 1,009,500,069.00 1,003,401,042.86 N/A 147
- -----------------------------------------------------------------------------------------
</TABLE>
*The difference in loan count between July and August is due to the servicer
combining six loans into three
------------------------------------------------------------------
Delinquencies 30-59 60-89 90+ Foreclosures REO
- --------------------------------------------------------------------------------
# of Loans 0 0 0 0 0
------------------------------------------------------------------
Balance -- 0.00 0.00 0.00 0.00
- --------------------------------------------------------------------------------
Aggregate of Expenses, Loses and Fees
- --------------------------------------------------------------------------------
Additional Trust Cumulative Realized Sub-Servicer Master Servicer
Fund Expenses Losses Fees Fees
- --------------------------------------------------------------------------------
0.00 0.00 304,964.01 101,383.00
- --------------------------------------------------------------------------------
REOS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Loan Name Final Recovery Date Amount of Proceeds Appraised Value Other Revenues*
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
Subordinate Support Percentage and Maturities
- --------------------------------------------------------------------------------
Original Subordination Current Subordination
Class Credit Support Credit Support
- --------------------------------------------------------------------------------
A-1 28.75% 28.92%
A-2 28.75% 28.92%
B 24.00% 24.15%
C 18.25% 18.36%
D 12.25% 12.32%
E 8.50% 8.55%
F 7.25% 7.29%
G 4.75% 4.78%
H 4.00% 4.02%
J 2.50% 2.52%
K 1.75% 1.76%
L 0.00% 0.00%
X N/A N/A
R-III N/A N/A
- --------------------------------------------------------------------------------
Speed History
- --------------------------------------------------------------------------------
CPR *
%
- --------------------------------------------------------------------------------
1 month 0.00%
3 month 0.00%
6 month 0.00%
12 month N/A
Life 0.00%
- --------------------------------------------------------------------------------
* Principal received within 1 month of maturity is not considered prepayment in
the calculation of CPR.
