WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 21, 1997
Morgan Stanley Capital I Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 033-46723 13-3291626
(State or Other Jurisdiction (Commission Filer Number) (IRS Employer
of Incorporation) Identification No.)
1585 Broadway, 37th Floor, New York, New York 10036
(Address of Registrant's Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 761-4000
The Exhibit Index is located on page 5 of this Form 8-K.
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS
The Registrant files the exhibits described in Item 7(c) below
and incorporates such exhibits by reference into its
Registration Statement on Form S-3 (Registration No.
033-46723).
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable.
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<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AN
EXHIBITS
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit No.
of Item 601 of
Exhibit No. Regulation 5-K Description
- ----------- -------------- -----------
5.3 5 Opinion of Sidley &
Austin with respect
to the Certificates.
8.3 8 Opinion of Sidley &
Austin with respect
to certain tax
matters.
23.3 23 Consent of Sidley &
Austin (included in
Exhibits 5.3 and
8.3)
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
ITEM 9. SALE OF EQUITY SECURITIES PURSUANT TO REGULATIONS
Not applicable.
-3-
<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 hereunto duly authorized.
MORGAN STANLEY CAPITAL I INC.
Dated: March 21, 1997 By: /s/ David R. Warren
-----------------------
Name: David R. Warren
Title: President
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<PAGE>
EXHIBIT INDEX
Exhibit No.
of Item 601 of
Exhibit No. Regulation 5-K Description Page
- ----------- -------------- ----------- ----
5.3 5 Opinion of Sidley & Austin with *
respect to the Certificates.
8.3 8 Opinion of Sidley & Austin with **
respect to certain tax matters.
23.3 23 Consent of Sidley & Austin **
(included in Exhibits 5.3 and 8.3)
* Immediately follows this Exhibit Index.
** Immediately follows the preceding Exhibit.
-5-
Exhibit 5.3
[Letterhead of Sidley & Austin]
March 21, 1997
Morgan Stanley Capital I Inc.
1385 Broadway, 37th Floor
New York, New York 10036
Re: Morgan Stanley Capital I Inc.
Registration Statement on Form S-3
(Registration No. 033-46723)
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Morgan Stanley Capital I Inc., a
Delaware corporation (the "Registrant"), in connection with the proposed
issuance of Mortgage Pass-Through Certificates (the "Certificates") in one or
more series (each a "Series") at the direction of the Registrant as described in
the Registrant's Registration Statement (No. 033-46723) on Form S-3 declared
effective by the Securities and Exchange Commission (the "Commission") on July
19, 1995, as amended by Post-Effective Amendment No. 1 thereto filed with the
Commission on August 30, 1995 (the "Registration Statement"). The Registration
Statement relates to the registration under the Securities Act of 1933, as
amended (the "Act"), of Certificates that will evidence interests in trust funds
as described in the Registration Statement. The Certificates are issuable in
Series under separate pooling and servicing agreements (the "Pooling and
Servicing Agreements") among the Registrant, the Master Servicer named therein,
the Special Servicer (if any) named therein and the Trustee named therein or
separate trust agreements between the Registrant and the Trustee named therein
(the "Trust Agreements" and, together with the Pooling and Servicing Agreements,
the "Agreements"). The Certificates of each Series are to be sold as described
in the Registration Statement, in any amendment thereto, and in the prospectus
and prospectus supplement relating to such Series (the "Prospectus" and
"Prospectus Supplement", respectively).
In this connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we deemed necessary for the purposes of this opinion.
In our examination, we have assumed the following: (a) the genuineness of all
signatures; (b) the legal capacity of natural persons; (c) the authenticity of
all documents submitted to us as originals; (d) the conformity to original
documents of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such documents; and (e) the truth,
accuracy and completeness of the information, representations and warranties
contained in the records, documents, instruments and certificates that we have
<PAGE>
Morgan Stanley Capital I Inc.
March 21, 1997
Page 2
reviewed. As to any facts material to the opinions expressed herein which were
not known to us, we have relied upon certificates, statements and
representations of officers and other representatives of the Registrant and
others.
In rendering this opinion, we have assumed that each Agreement with respect
to each Series of Certificates is executed and delivered substantially in the
form included as Exhibit 4.1 to the Registration Statement and that the
transactions contemplated to occur under the Registration Statement and such
Agreement with respect to such Series of Certificates in fact occur in
accordance with the terms thereof.
Based upon and subject to the foregoing, and further subject to the
qualification set forth below, we are of the opinion that when
(i) the issuance and principal terms of each Series of Certificates
have been duly authorized by appropriate corporate action by the Registrant
(ii) (a) each party to each Agreement with respect to such Series of
Certificates possesses the corporate power and authority to enter into and
perform all of such party's obligations thereunder, (b) each such Agreement
has been duly authorized by all necessary action, executed and delivered
and (c) each such Agreement consitutes the valid and binding obligation of
each party thereto, enforceable against such party in accordance with its
terms, and
(iii) the Certificates of such Series have been duly executed,
authenticated and delivered in accordance with the terms and conditions of
each Agreement relating to such Series and sold in the manner described in
the Registration Statement, in any amendment thereto and in the Prospectus
and Prospectus Supplement relating thereto
the Certificates of such Series will be legally and validly issued and
outstanding, fully paid and non-assessable and the holders of such Certificates
will be entitled to the benefits of each such Agreement as provided therein.
<PAGE>
Morgan Stanley Capital I Inc.
March 21, 1997
Page 3
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement, and to the use of our name under the heading "Legal
Matters" in the Prospectus and the Prospectus Supplement relating to each Series
of Certificates with respect to which we act as special counsel to the
Registrant. In giving such consent, we do not consider that we are "experts",
within the meaning of the term as used in the Act or the rules and regulations
of the Commission issued thereunder, with respect to any part of the
Registration Statement, including this opinion as an exhibit or otherwise.
We express no opinion as to any laws other than the law of the State of New
York and the federal law of the United States of America, nor do we express any
opinion, either implicitly or otherwise, on any issue not expressly addressed
above.
Very truly yours,
/s/ Sidley & Austin
Exhibit 8.3
[Letterhead of Sidley & Austin]
March 21, 1997
Morgan Stanley Capital I Inc.
1585 Broadway, 37th Floor
New York, New York 10036
Re: Morgan Stanley Capital I Inc.
Registration Statement on Form S-3
(Registration No. 033-46723)
----------------------------------
Ladies and Gentlemen:
We have acted as special federal tax counsel to Morgan Stanley Capital I
Inc., a Delaware corporation (the "Registrant"), in connection with the proposed
issuance of Mortgage Pass-Through Certificates (the "Certificates") in one or
more series (each a "Series") at the direction of the Registrant as described in
the Registrant's Registration Statement (No. 033-46723) on Form S-3 declared
effective by the Securities and Exchange Commission (the "Commission") on July
19, 1995, as amended by Post-Effective Amendment No. 1 thereto filed with the
Commission on August 30, 1995 (the "Registration Statement"). The Registration
Statement relates to the registration under the Securities Act of 1933, as
amended (the "Act"), of Certificates that will evidence interests in trust funds
as described in the Registration Statement. The Certificates are issuable in
Series under separate pooling and servicing agreements (the "Pooling and
Servicing Agreements") among the Registrant, the Master Servicer named therein,
the Special Servicer (if any) named therein and the Trustee named therein or
separate trust agreements between the Registrant and the Trustee named therein
(the "Trust Agreements" and, together with the Pooling and Servicing Agreements,
the "Agreements"). The Certificates of each Series are to be sold as described
in the Registration Statement, in any amendment thereto, and in the prospectus
and prospectus supplement relating to such Series (the "Prospectus" and
"Prospectus Supplement", respectively).
In that connection, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion. In our examination, we have assumed the following: (a) the genuineness
of all signatures; (b) the authenticity of all documents submitted to us as
originals; (c) the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such documents; and (d) the truth, accuracy and completeness of the
information, representations and warranties contained in the records, documents,
instruments and certificates that we have reviewed. As to any facts material to
<PAGE>
Morgan Stanley Capital I Inc.
March 21, 1997
Page 2
the opinions expressed herein which were not known to us, we have relied upon
certificates, statements and representations of officers and other
representatives of the Registrant and others.
In addition, we have assumed that each Agreement with respect to each
Series of Certificates is executed and delivered in substantially the form
included as Exhibit 4.1 to the Registration Statement and that the transactions
contemplated to occur under the Registration Statement and such Agreement in
fact occur in accordance with the terms thereof.
Based upon and subject to the foregoing, we are of the opinion that, with
respect to each Series of Certificates with respect to which we act as special
federal tax counsel to the Registrant, the description set forth under the
caption "Certain Federal Income Tax Consequences" in the Prospectus included as
part of the Registration Statement, as modified or supplemented by any
description of federal income tax consequences set forth in the Prospectus
Supplement specifically relating to such Series, to the extent that it
constitutes matters of law or legal conclusions, correctly describes the
material aspects of the federal income tax treatment of an investment in the
Certificates of such Series.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement, and to the use of our name under the heading "Certain
Federal Income Tax Consequences" in the Prospectus and Prospectus Supplement
relating to each Series of Certificates with respect to which we act as special
federal tax counsel to the Registrant. In giving such consent, we do not
consider that we are "experts", within the meaning of the term as used in the
Act or the rules and regulations of the Commission issued thereunder, with
respect to any part of the Registration Statement, including this opinion as an
exhibit or otherwise.
We express no opinion as to the laws of any jurisdiction other than the
federal laws of the United States of America, nor do we express any opinion,
either implicitly or otherwise, on any issue not expressly addressed above.
Very truly yours,
/s/ Sidley & Austin
