SECURITIES AND EXCHANGE COMMISSION
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): June 18, 1997
MORGAN STANLEY CAPITAL I INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-46723 13-3291626
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction Incorporation) Identification Number)
---------------------------
1585 Broadway
2nd Floor
New York, New York 10036
(principal executive offices)
(212) 761-4000
Item 5. OTHER EVENTS
Description of the Certificates
Morgan Stanley Capital I Inc. (the "Depositor") will cause to be filed with
the Securities and Exchange Commission (the "Commission") pursuant to the
Commission's Rule 424 a Prospectus Supplement and the Prospectus filed as part
of Registration Statement, File No. 333-46723, in connection with the
Depositor's issuance of a series of certificates, entitled Aetna Mortgage Trust
Multiclass Pass-Through Certificates, Series 1997-ALIC (the "Certificates"), to
be issued pursuant to a pooling and servicing agreement among the Depositor,
Midland Loan Services, L.P., as master servicer, Aetna Life Insurance Company,
as special servicer and State Street Bank and Trust Company, as Trustee.
Computational Materials
Morgan Stanley & Co. Incorporated as underwriter of certain of the
Certificates (the "Underwriter") has provided certain prospective purchasers of
the Class A-1A, Class A-1B, Class A- 2, Class B, Class C, Class D, Class E and
Class IO Certificates (collectively, the "Offered Certificates") with certain
yield tables and other computational materials, collateral term sheets and
structural term sheets (the "Computational Materials") in written form, which
Computational Materials are in the nature of data tables and term sheet
information relating to the assets of the trust fund in which the Certificates
represent beneficial ownership, the structure of the Certificates and terms of
certain classes of Certificates, and the hypothetical characteristics and
hypothetical
<PAGE>
performance of certain classes of Certificates based on collateral information
provided by Aetna Life Insurance Company and under certain assumptions and
scenarios.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
EXHIBIT NO. 99 DESCRIPTION
Computational Materials (as defined in Item 5) that have been provided by
Morgan Stanley & Co. Incorporated to certain prospective purchasers of the
Offered Certificates.
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.
Dated: December 17, 1997
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Russell Rahbany
-------------------
Name: Russell Rahbany
Title: Vice President
[GRAPHIC OMITTED]
CMBS New Issue
Preliminary Term Sheet
----------
Expected Pricing Date: December [ ], 1997
----------
$658,634,000
(Approximate)
Morgan Stanley Capital I Inc.
as Depositor
Aetna Life Insurance Company
as Seller and Special Servicer
Midland Loan Services, L.P.
as Master Servicer
Aetna Commercial Mortgage Trust
Multiclass Pass-Through Certificates
Series 1997-ALIC
----------
MORGAN STANELY DEAN WITTER
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to by or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated disclaims any
and all liability relating to this information, including without limitation any
express or implied representations or warranties for, statements contained in,
and omissions from, this information, including without limitation any express
or implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. Morgan Stanley & Co. Incorporated and others associated with it may
have positions in, and may effect transaction in, securities and instruments of
issuers mentioned herein and may also perform or seek to perform investment
banking services for the issuers of such securities and instruments. Past
performance is not necessarily indicative of future results. Price and
availability are subject to change without notice. To our readers worldwide: In
addition, please note that this publication has been issued by Morgan Stanley &
Co. Incorporated, approved by Morgan Stanley International Limited, a member of
The Securities and Futures Authority, any by Morgan Stanley Japan Ltd. We
recommend that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned.
<PAGE>
Morgan Stanley Capital I Inc.
$658,634,000 (Approximate)
Aetna Commercial Mortgage Trust Multiclass Pass-Through Certificates
Series 1997-ALIC
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Final
Rating Scheduled Target Pass-Through
Amount(2) (Fitch/ Average Principal Distribution Dollar Rate(6)
Class ($MM) Moody's) Life(4) Window(4)(5) Date(4) Price
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A-1A $169.0 AAA/Aaa 2.0 1-34 10/15/00 [ ] [6.44]%
- --------------------------------------------------------------------------------------------------------------
A-1B 191.3 AAA/Aaa 4.0 34-59 11/15/02 [ ] [6.72]
- --------------------------------------------------------------------------------------------------------------
A-2(1) 97.6 AAA/Aaa 5.4 1-87 3/15/05 [ ] [6.17]
- --------------------------------------------------------------------------------------------------------------
IO 803.2(3) AAA/Aaa N/A N/A 1/15/18 N/A [2.60]
- --------------------------------------------------------------------------------------------------------------
B 64.3 AA/Aa2 7.7 87-97 1/15/06 [ ] [7.04]
- --------------------------------------------------------------------------------------------------------------
C 68.3 A/A2 8.9 97-119 11/15/07 [ ] [7.33]
- --------------------------------------------------------------------------------------------------------------
D 48.2 BBB/Baa2 9.9 119-120 12/15/07 [ ] [7.48]
- --------------------------------------------------------------------------------------------------------------
E 20.1 BBB-/Baa3 10.3 120-131 11/15/08 [ ] [7.52]
- --------------------------------------------------------------------------------------------------------------
F* 44.2 BB/Ba3 12.1 131-152 8/15/10 N/A [6.44]
- --------------------------------------------------------------------------------------------------------------
G* 8.0 BB-/NR 12.9 152-159 3/15/11 N/A [6.44]
- --------------------------------------------------------------------------------------------------------------
H* 14.1 B/B2 13.7 159-169 1/15/12 N/A [6.44]
- --------------------------------------------------------------------------------------------------------------
J* 26.1 B-/NR 14.1 169-175 7/15/12 N/A [6.44]
- --------------------------------------------------------------------------------------------------------------
K* 20.1 NR/NR 14.9 175-183 3/15/13 N/A [6.44]
- --------------------------------------------------------------------------------------------------------------
L* 32.1 NR/NR 16.0 183-241 1/15/18 N/A [6.44]
- --------------------------------------------------------------------------------------------------------------
V*(7) N/A N/A N/A N/A N/A N/A N/A
- --------------------------------------------------------------------------------------------------------------
W*(7) N/A N/A N/A N/A N/A N/A N/A
- --------------------------------------------------------------------------------------------------------------
</TABLE>
Notes:
(1) Payments of principal in respect of the Poughkeepsie Galleria Loan
(including any prepayments) will be distributed first to holders of the
Class A-2 Certificates.
(2) In the case of each such Class, subject to a permitted variance of plus or
minus 5%.
(3) Class IO Notional Amount is equal to the sum of the aggregate Stated
Principal Balance of all of the Mortgage Loans outstanding from time to
time.
(4) Based on Maturity Assumptions described in the Prospectus Supplement,
including that the Poughkeepsie Galleria Loan will not prepay, and a
pricing speed (the "Pricing Speed") of 5% CPR for each Mortgage Loan
commencing, in each case, at the later of the end of the related Lock-out
Period and the end of the period during which a Yield Maintenance Premium
is payable with respect to prepayments of such Mortgage Loan.
(5) Principal Window is the period (expressed in terms of months and commencing
with the month of the first Distribution Date) during which distributions
of principal are expected to be made to the holders of each designated
Class in accordance with the Maturity Assumptions and the Pricing Speed.
(6) Other than the Class IO Certificates, each Class of Certificates will
accrue interest generally at a fixed rate of interest except in limited
circumstances as described in the Prospectus Supplement.
(7) The Class V Certificates and the Class W Certificates (collectively, the
"Non-REMIC Certificates") represent certain interests in non-REMIC eligible
assets and will not be offered.
------------------
* Not Offered
T-1
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to by or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated disclaims any
and all liability relating to this information, including without limitation any
express or implied representations or warranties for, statements contained in,
and omissions from, this information, including without limitation any express
or implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. Morgan Stanley & Co. Incorporated and others associated with it may
have positions in, and may effect transaction in, securities and instruments of
issuers mentioned herein and may also perform or seek to perform investment
banking services for the issuers of such securities and instruments. Past
performance is not necessarily indicative of future results. Price and
availability are subject to change without notice. To our readers worldwide: In
addition, please note that this publication has been issued by Morgan Stanley &
Co. Incorporated, approved by Morgan Stanley International Limited, a member of
The Securities and Futures Authority, any by Morgan Stanley Japan Ltd. We
recommend that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned.
<PAGE>
Morgan Stanley Capital I Inc.
$658,634,000 (Approximate)
Aetna Commercial Mortgage Trust Multiclass Pass-Through Certificates
Series 1997-ALIC
I. Issue Characteristics
Issue Type: Class A-1A, A-1B, A-2, B, C, D, E and IO
Certificates (Public) Class F, G, H, J, K and L
Certificates (Private, Rule 144A) Class V
Certificates and W Certificates (not offered)
Offered $658,634,000 fixed rate, monthly pay, multiclass,
Certificates: sequential pay commercial mortgage REMIC
Pass-Through Certificates, including seven principal
and interest Classes (Classes A-1A, A-1B, A-2, B, C,
D and E) and an interest-only Class (Class IO) whose
Notional Amount consists of thirteen separate
variable rate components, each corresponding to the
Classes of the Principal Balance Certificates.
Collateral: The collateral consists of a $803,212,971 pool of 41
seasoned, generally fixed rate, mortgage loans
secured by commercial and multifamily properties
originated by Aetna Life Insurance Company. All of
the Mortgage Loans are secured by first liens with
the exception of two loans representing 4.8% of the
Initial Pool Balance which are secured by second
liens.
Loan Groups: Loan Group 1 will consist of 40 Mortgage Loans with
an aggregate principal balance as of the Cut-off
Date of $705,660,785 and Loan Group 2 will consist
of one Mortgage Loan, the Poughkeepsie Galleria
Loan, with a Cut-off Date Balance of $97,552,186.
Seller: Aetna Life Insurance Company
Sole Manager: Morgan Stanley & Co. Incorporated
Master Servicer: Midland Loan Services, L.P.
Special Servicer: Aetna Life Insurance Company
Trustee: State Street Bank and Trust Company
Expected Pricing On or about December [ ] , 1997
Date:
Expected Closing Date: On or about December [ ] , 1997
Distribution Dates: The 15th of each month, commencing January 15, 1998
Minimum $5,000 for Class A Certificates; $50,000 for all
Denominations: other Principal Balance and Interest Only
Certificates
Settlement Terms: DTC, Euroclear and Cedel, same day funds, with
accrued interest
Legal/Regulatory Class A-1A, A-1B, A-2 and IO Certificates are
Status: expected to be eligible for exemptive relief under
ERISA. No Class of Certificates is SMMEA eligible.
Risk Factors: THE CERTIFICATES INVOLVE A DEGREE OF RISK AND MAY
NOT BE SUITABLE FOR ALL INVESTORS. PLEASE SEE THE
"RISK FACTORS AND OTHER SPECIAL CONSIDERATIONS"
SECTION OF THE PROSPECTUS SUPPLEMENT AND THE "RISK
FACTORS" SECTION OF THE PROSPECTUS.
T-3
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to by or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated disclaims any
and all liability relating to this information, including without limitation any
express or implied representations or warranties for, statements contained in,
and omissions from, this information, including without limitation any express
or implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. Morgan Stanley & Co. Incorporated and others associated with it may
have positions in, and may effect transaction in, securities and instruments of
issuers mentioned herein and may also perform or seek to perform investment
banking services for the issuers of such securities and instruments. Past
performance is not necessarily indicative of future results. Price and
availability are subject to change without notice. To our readers worldwide: In
addition, please note that this publication has been issued by Morgan Stanley &
Co. Incorporated, approved by Morgan Stanley International Limited, a member of
The Securities and Futures Authority, any by Morgan Stanley Japan Ltd. We
recommend that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned.
<PAGE>
Morgan Stanley Capital I Inc.
$658,634,000 (Approximate)
Aetna Commercial Mortgage Trust Multiclass Pass-Through Certificates
Series 1997-ALIC
[THE FOLLOWING TABLE WAS REPRESENTED BY A BAR CHART IN THE PRINTED MATERIAL]
<TABLE>
<CAPTION>
CLASS RATING & RETURN CLASS IO(1) VALUE AMOUNT
- ----- ----------------- ----------- ------------
<S> <C> <C> <C>
CLASS A-1A AAA/Aaa (6.44%) $169.0MM
CLASS A-1B AAA/Aaa (6.72%) $191.3MM
CLASS A-2(2) AAA/Aaa (6.17%) $ 97.6MM
CLASS B AA/Aa2 (7.04%) $ 64.3MM
CLASS C A/A2 (7.33%) $ 68.3MM
CLASS D BBB/Baa2 (7.48%) $ 48.2MM
CLASS E BBB/Baa3 (7.52%) $ 20.1MM
CLASS F BB/Ba3 (6.44%) $ 44.2MM
CLASS G B-/NR (6.44%) $ 8.0MM
CLASS H B/B2 (6.44%) $ 14.1MM
CLASS J B-/NR (6.44%) $ 26.1MM
CLASS K NR/NR (6.44%) $ 20.1MM
CLASS L NR/NR (6.44%) $ 32.1MM
</TABLE>
NR=Not Rated
Note: (1) The Class IO Notional Amount is equal to the sum of the aggregate
Stated Principal Balance of all of the Mortgage Loans outstanding
from time to time. The Pass-Through Rate on the Class IO
Certificates on each Distribution Date will equal, in general,
the weighted average of the Class IO Strip Rates for the
respective Principal Balance Certificates for such Distribution
Date. The Class IO Strip Rate will, in general, equal the excess,
if any, of the Net Mortgage Rates in effect for the Mortgage
Loans over the weighted average of the Pass-Through Rates
applicable to the Classes of Principal Balance Certificates. The
Class IO Certificates are rated AAA/Aaa by Fitch and Moody's.
(2) Generally, so long as the Poughkeepsie Galleria Loan is not
prepaid prior to its stated maturity date, all Principal Balance
and Interest Only Certificates will receive distributions of
principal and interest from Mortgage Loans within both Loan Group
1 and Loan Group 2. However, so long as the Class A-2
Certificates are outstanding, payments of principal (including
prepayments and amortization) from the Poughkeepsie Galleria Loan
will be distributed to the Class A-2 Certificates. As is more
fully described herein, the Seller has received a letter from the
borrower in which the borrower has stated that it intends to
prepay the Poughkeepsie Galleria Loan in not less than 65 days
and no more than 370 days from the Cut-off Date, without payment
of the required prepayment penalty.
T-3
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to by or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated disclaims any
and all liability relating to this information, including without limitation any
express or implied representations or warranties for, statements contained in,
and omissions from, this information, including without limitation any express
or implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. Morgan Stanley & Co. Incorporated and others associated with it may
have positions in, and may effect transaction in, securities and instruments of
issuers mentioned herein and may also perform or seek to perform investment
banking services for the issuers of such securities and instruments. Past
performance is not necessarily indicative of future results. Price and
availability are subject to change without notice. To our readers worldwide: In
addition, please note that this publication has been issued by Morgan Stanley &
Co. Incorporated, approved by Morgan Stanley International Limited, a member of
The Securities and Futures Authority, any by Morgan Stanley Japan Ltd. We
recommend that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned.
<PAGE>
Morgan Stanley Capital I Inc.
$658,634,000 (Approximate)
Aetna Commercial Mortgage Trust Multiclass Pass-Through Certificates
Series 1997-ALIC
II. Structure Characteristics
The Principal Balance Certificates are fixed rate, monthly pay, multiclass,
sequential pay REMIC Pass-Through Certificates. Generally, so long as the
Poughkeepsie Galleria Loan is not prepaid prior to its stated maturity date, all
Principal Balance and Interest Only Certificates will receive distributions of
principal and interest from Mortgage Loans within both Loan Group 1 and Loan
Group 2. However, so long as the Class A-2 Certificates are outstanding,
payments of principal (including prepayments and amortization) from the
Poughkeepsie Galleria Loan will be distributed to the Class A-2 Certificates. As
is more fully described herein, the Seller has received a letter from the
borrower in which the borrower has stated that it intends to prepay the
Poughkeepsie Galleria Loan in not less than 65 days and no more than 370 days
from the Cut-off Date, without payment of the required prepayment penalty. The
Class V Certificates and the Class W Certificates are entitled to cash flow from
"Additional Interests" including (i) certain rights to share in the proceeds
from the sale or refinancing of the related Mortgaged Properties and/or the
revenues generated by such Mortgaged Properties such as, payments in the nature
of equity participations in certain revenues, contingent interest and certain
accrued interest (such rights, collectively the "Non-REMIC Assets"), and (ii)
the right to receive certain fees provided for in the respective loan documents
relating to assumption fees, default interest, extension fees and modification
fees (collectively, the "Non-REMIC Fees").
T-4
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to by or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated disclaims any
and all liability relating to this information, including without limitation any
express or implied representations or warranties for, statements contained in,
and omissions from, this information, including without limitation any express
or implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. Morgan Stanley & Co. Incorporated and others associated with it may
have positions in, and may effect transaction in, securities and instruments of
issuers mentioned herein and may also perform or seek to perform investment
banking services for the issuers of such securities and instruments. Past
performance is not necessarily indicative of future results. Price and
availability are subject to change without notice. To our readers worldwide: In
addition, please note that this publication has been issued by Morgan Stanley &
Co. Incorporated, approved by Morgan Stanley International Limited, a member of
The Securities and Futures Authority, any by Morgan Stanley Japan Ltd. We
recommend that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned.
<PAGE>
Morgan Stanley Capital I Inc.
$658,634,000 (Approximate)
Aetna Commercial Mortgage Trust Multiclass Pass-Through Certificates
Series 1997-ALIC
Priority of Cash Flows
[GRAPHIC OMITTED]
Notes: (1) The Class A-1A, A-1B, A-2 and IO Certificates will be paid
interest on a pro rata basis.
(2) The above analysis is based on Maturity Assumptions described in
the Prospectus Supplement, including that the Poughkeepsie
Galleria Loan will not prepay, and a pricing speed (the "Pricing
Speed") of 5% CPR for each Mortgage Loan commencing, in each
case, at the later of the end of the related Lock-out Period and
the end of the period during which a Yield Maintenance Premium is
payable with respect to prepayments of such Mortgage Loan.
(3) Generally, so long as the Poughkeepsie Galleria Loan is not
prepaid prior to its stated maturity date, all Principal Balance
and Interest Only Certificates will receive distributions of
principal and interest from Mortgage Loans within both Loan Group
1 and Loan Group 2. However, so long as the Class A-2
Certificates are outstanding, payments of principal (including
prepayments and amortization) from the Poughkeepsie Galleria Loan
will be distributed to the Class A-2 Certificates. As is more
fully described herein, the Seller has received a letter from the
borrower in which the borrower has stated that it intends to
prepay the Poughkeepsie Galleria Loan in not less than 65 days
and no more than 370 days from the Cut-off Date, without payment
of the required prepayment penalty.
T-5
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to by or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated disclaims any
and all liability relating to this information, including without limitation any
express or implied representations or warranties for, statements contained in,
and omissions from, this information, including without limitation any express
or implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. Morgan Stanley & Co. Incorporated and others associated with it may
have positions in, and may effect transaction in, securities and instruments of
issuers mentioned herein and may also perform or seek to perform investment
banking services for the issuers of such securities and instruments. Past
performance is not necessarily indicative of future results. Price and
availability are subject to change without notice. To our readers worldwide: In
addition, please note that this publication has been issued by Morgan Stanley &
Co. Incorporated, approved by Morgan Stanley International Limited, a member of
The Securities and Futures Authority, any by Morgan Stanley Japan Ltd. We
recommend that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned.
<PAGE>
Morgan Stanley Capital I Inc.
$658,634,000 (Approximate)
Aetna Commercial Mortgage Trust Multiclass Pass-Through Certificates
Series 1997-ALIC
Interest Distributions: Each Class of Principal Balance and Interest Only
Certificates will be entitled on each Distribution
Date to interest accrued at its Pass-Through Rate on
the outstanding Certificate Principal Amount or
Notional Amount of such Class, as applicable.
Pass-Through Rates: Class A-1A: [6.44%]
Class A-1B: [6.72%]
Class A-2: [6.17%]
Class B: [7.04%]
Class C: [7.33%]
Class D: [7.48%]
Class E: [7.52%]
Class F: [6.44%]
Class G: [6.44%]
Class H: [6.44%]
Class J: [6.44%]
Class K: [6.44%]
Class L: [6.44%]
Class IO: The Pass-Through Rate for the Class IO
Certificates will, in general, equal
the excess, if any, of the weighted
average of the Net Mortgage Rates in
effect for the Mortgage Loans over the
weighted average of the Pass-Through
Rates applicable to the respective
Classes of Principal Balance
Certificates.
The Pass-Through Rate for each class
of Principal Balance Certificates for
any Distribution Date will not exceed
the Weighted Average Net Mortgage Rate
for such Distribution Date.
Principal Distributions: Principal payments with respect to the Mortgage
Loans within each Loan Group will be distributed as
follows: principal payments with respect to the
Mortgage Loans within Loan Group 1 will be
distributed on each Distribution Date sequentially
to pay the Class A-1A, A-1B and A-2 Certificates and
then to the Subordinate Certificates; principal
payments with respect to the Mortgage Loans within
Loan Group 2 will be distributed on each
Distribution Date sequentially to pay the Class A-2,
A1-A and A1-B Certificates and then to the
Subordinate Certificates. If, due to losses, the
Certificate Principal Amounts of the Class B through
Class L Certificates are reduced to zero or
Appraisal Reductions exceed the aggregate
Certificate Principal Amount of the Subordinate
Certificates, payments of principal to the Class
A-1A, A-1B and A-2 Certificates will be made on a
pro rata basis.
Prepayment Premium Prepayment Premiums on all of the Mortgage Loans
Allocation: other than the Poughkeepsie Galleria Loan (to the
extent received) will be allocated among the Class
IO Certificates and the Principal Balance
Certificates (other than Classes E, F, G, H, J, K
and L) entitled to distributions in respect of
principal on any Distribution Date, as described in
the Prospectus Supplement under "DESCRIPTION OF THE
CERTIFICATES Distributions of Prepayment Premiums."
Prepayment Premiums received in respect of the
Poughkeepsie Galleria Loan will be allocated to the
Class IO Certificates. Credit Enhancement: Each
Class of Principal Balance Certificates (other than
Classes A-1A, A-1B and A-2) will be subordinate to
all other Classes with an earlier alphabetical Class
designation.
Advancing: The Master Servicer and the Trustee (as applicable)
will each be obligated to make P&I Advances and
Servicing Advances, including delinquent property
taxes and insurance, but only to the extent that
such Advances are deemed recoverable.
T-6
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to by or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated disclaims any
and all liability relating to this information, including without limitation any
express or implied representations or warranties for, statements contained in,
and omissions from, this information, including without limitation any express
or implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. Morgan Stanley & Co. Incorporated and others associated with it may
have positions in, and may effect transaction in, securities and instruments of
issuers mentioned herein and may also perform or seek to perform investment
banking services for the issuers of such securities and instruments. Past
performance is not necessarily indicative of future results. Price and
availability are subject to change without notice. To our readers worldwide: In
addition, please note that this publication has been issued by Morgan Stanley &
Co. Incorporated, approved by Morgan Stanley International Limited, a member of
The Securities and Futures Authority, any by Morgan Stanley Japan Ltd. We
recommend that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned.
<PAGE>
Morgan Stanley Capital I Inc.
$658,634,000 (Approximate)
Aetna Commercial Mortgage Trust Multiclass Pass-Through Certificates
Series 1997-ALIC
Realized Losses and Expense Realized Losses and Expense Losses, if any, will be
Losses: allocated to the Class L, Class K, Class J, Class H,
Class G, Class F, Class E, Class D, Class C and
Class B Certificates, in that order, and then to
Classes A-1A, A-1B and A-2 and, with respect to
losses that would reduce Distributable Interest,
Class IO Certificates, pro rata, in each case
reducing amounts payable thereto. Any interest
shortfall of any Class of Principal Balance
Certificates will result in unpaid interest for such
Class which, together with interest thereon
compounded monthly at one-twelfth the applicable
Class Pass-Through Rate, will be payable in
subsequent periods, subject to available funds.
Prepayment Interest For any Distribution Date, any Net Aggregate
Shortfalls: Prepayment Interest Shortfall will generally be
allocated pro rata to each Class of Principal
Balance and Interest Only Certificates in proportion
to its entitlement to interest.
Appraisal Reductions: Any appraisal reduction generally will be created in
the amount, if any, by which the Principal Balance
of a Mortgage Loan (plus other amounts overdue in
connection with such loan) exceeds 90% of the
appraised value of the related Mortgaged Property or
REO Property. The Appraisal Reduction Amount will
reduce proportionately the amount of P&I Advances
for such Mortgage Loan, which reduction will be
borne, in general, by a reduction of interest
distributable to the most subordinate Class of
Principal Balance Certificates outstanding.
An Appraisal Reduction will be reduced to zero as of
the date the related Mortgage Loan has been brought
current for at least three consecutive months, paid
in full, liquidated, repurchased, replaced or
otherwise disposed of.
Operating Advisor: The Operating Advisor, which will be appointed by
the Controlling Class, will have the right to be
notified of certain actions of the Special Servicer
with respect to Specially Serviced Mortgage Loans.
Examples include the right to be notified of certain
modifications, foreclosures, sales, bringing an REO
Property into environmental compliance or acceptance
of substitute or additional collateral. The
Operating Advisor may remove the Special Servicer
without cause.
Controlling Class: The Controlling Class will generally be the most
subordinate Class of Principal Balance Certificates
outstanding at any time or, if the Certificate
Principal Amount of such Class is less than 25% of
the initial Certificate Principal Amount of such
Class, the next most subordinate Class of Principal
Balance Certificates.
Special Servicer: The Special Servicer will be responsible for
performing certain asset management functions with
respect to the Mortgage Loans and for performing
broader servicing functions with respect to
Specially Serviced Mortgage Loans. In general, the
Special Servicer has the right to modify the terms
of a Specially Serviced Mortgage Loan if it
determines that such modification would increase the
net present value of the proceeds to the Trust,
provided that the Special Servicer generally may not
extend the maturity date of a Specially Serviced
Mortgage Loan beyond two years prior to the Final
Rated Distribution Date, extend the maturity date of
a Specially Serviced Mortgage Loan which has a
below-market rate (except in limited circumstances),
reduce the Mortgage Rate to a rate below the market
rate or defer interest due in excess of 25% of the
Stated Principal Balance of such Specially Serviced
Mortgage Loan.
Optional Termination: The Operating Advisor, the Special Servicer, the
Depositor, the Master Servicer and any holder of a
majority interest in the R Certificate will have the
option to purchase, in whole but not in part, the
remaining assets of the Trust on or after the
Distribution Date on which the aggregate Certificate
Principal Amount of all the Classes of Principal
Balance Certificates then outstanding is less than
or equal to 5% of the Initial Pool Balance. Such
purchase price will generally be at a price equal to
the aggregate unpaid principal balance of the
Mortgage Loans, plus accrued and unpaid interest and
unreimbursed Advances.
T-7
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to by or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated disclaims any
and all liability relating to this information, including without limitation any
express or implied representations or warranties for, statements contained in,
and omissions from, this information, including without limitation any express
or implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. Morgan Stanley & Co. Incorporated and others associated with it may
have positions in, and may effect transaction in, securities and instruments of
issuers mentioned herein and may also perform or seek to perform investment
banking services for the issuers of such securities and instruments. Past
performance is not necessarily indicative of future results. Price and
availability are subject to change without notice. To our readers worldwide: In
addition, please note that this publication has been issued by Morgan Stanley &
Co. Incorporated, approved by Morgan Stanley International Limited, a member of
The Securities and Futures Authority, any by Morgan Stanley Japan Ltd. We
recommend that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned.
<PAGE>
Morgan Stanley Capital I Inc.
$658,634,000 (Approximate)
Aetna Commercial Mortgage Trust Multiclass Pass-Through Certificates
Series 1997-ALIC
Reports to The Trustee will prepare and deliver monthly
Certificateholders: Certificateholder Reports including a report
containing individual Mortgage Loan information that
will be available electronically. The
Certificateholder Report will be based on
information provided by the Master Servicer and a
monthly Special Servicer Report summarizing the
status of each Specially Serviced Mortgage Loan
prepared by the Special Servicer. In addition, the
Trustee will make available to Certificateholders an
annual report prepared by the Master Servicer
setting forth, among other things, the debt service
coverage ratios for each Mortgage Loan, as
available.
T-8
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to by or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated disclaims any
and all liability relating to this information, including without limitation any
express or implied representations or warranties for, statements contained in,
and omissions from, this information, including without limitation any express
or implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. Morgan Stanley & Co. Incorporated and others associated with it may
have positions in, and may effect transaction in, securities and instruments of
issuers mentioned herein and may also perform or seek to perform investment
banking services for the issuers of such securities and instruments. Past
performance is not necessarily indicative of future results. Price and
availability are subject to change without notice. To our readers worldwide: In
addition, please note that this publication has been issued by Morgan Stanley &
Co. Incorporated, approved by Morgan Stanley International Limited, a member of
The Securities and Futures Authority, any by Morgan Stanley Japan Ltd. We
recommend that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned.
<PAGE>
Morgan Stanley Capital I Inc.
$658,634,000 (Approximate)
Aetna Commercial Mortgage Trust Multiclass Pass-Through Certificates
Series 1997-ALIC
III. Collateral Description
Summary: The Mortgage Pool consists of a $803,212,971 pool of
41 seasoned, generally fixed rate, mortgage loans
secured by liens on commercial properties located
throughout 19 states originated by Aetna Life
Insurance Company. All of the Mortgage Loans are
secured by first liens with the exception of two
Mortgage Loans, representing 4.8% of the Initial
Pool Balance which are secured by second liens. As
of the Cut-off Date, the Mortgage Loans have a
weighted average Mortgage Rate of 9.331%, a weighted
average Loan Constant of 10.680%, a weighted average
DSCR of 1.26x, a weighted average DSCR at a 9.5%
constant of 1.38x, a weighted average seasoning of
65 months and a weighted average remaining term to
maturity of 97 months. See the Appendices to the
Prospectus Supplement for more detailed collateral
information.
Significant Mortgage The following is a brief overview of the five
Loans: largest Mortgage Loans in the pool by Cut-off Date
Balance.
Poughkeepsie Galleria Loan and Property
The Poughkeepsie Galleria Loan has a Cut-off Date
Balance of $97,552,186 and is secured by a first
lien fee simple mortgage on 630,158 square feet of a
two-level regional mall located in Poughkeepsie, New
York. Three anchors, Sears, Filene's and Montgomery
Ward, either have fee title to their locations or
the borrower has the right to have such locations
released from the mortgage without compensation.
Security for the Loan includes the following space:
JC Penney, one junior anchor, the cinema, the mall
shop space and common areas. The Poughkeepsie
Galleria Loan was originated on September 17, 1987
and matures on October 1, 2012. The Mortgage Rate is
fixed at 10.375% and the remaining amortization
period is 190 months. The DSCR is 1.15x while the
DSCR at a 9.5% constant is 1.56x. The prepayment
provisions on the Loan are generally yield
maintenance followed by a declining percentage
penalty period with a six month open period prior to
maturity. The Seller has received a letter from the
borrower in which the borrower has stated that it
intends to prepay the Mortgage Loan in not less than
65 days and no more than 370 days from the Cut-off
Date. Borrower further states in the letter that it
does not intend to pay the Prepayment Premium
required under the loan documents in connection with
such prepayment, but rather intends to seek a
judicial determination that the Prepayment Premium
is void and unenforceable. Any prepayment of the
Poughkeepsie Galleria Loan would result in a
corresponding distribution in respect of the Class
A-2 Certificates which, among other things, may
reduce the average life of the Subordinate
Certificates and would reduce the Notional Amount of
the Class IO Certificates. In addition, such letter
may indicate an increased likelihood that the
borrower under the Poughkeepsie Galleria Loan will
default under one or more of the terms of its
Mortgage Loan. The borrower is Poughkeepsie Galleria
Company and the property is managed by Pyramid
Management Group, Inc., an affiliate of the
borrower.
Charles Hotel Loan and Property
The Charles Hotel Loan has a Cut-off Date Balance of
$55,997,412 and is secured by a first lien leasehold
mortgage on a 296 unit hotel, a 7-story office
building containing 107,724 square feet of office
space and a two story retail facility containing
40,237 square feet of retail space located in
Cambridge, Massachusetts. The Charles Hotel Loan was
originated on December 16, 1985, modified on
September 1, 1992 and matures on January 1, 2001.
The Mortgage Rate is fixed at 9.000% and the
remaining amortization period is 204 months. The
DSCR is 1.80x while the DSCR at a 9.5% constant is
2.18x. The prepayment provision on the Loan is
generally yield maintenance. The borrower is KSA
Realty Trust and the hotel is managed by Cambridge
Hotel Associates, an affiliate of Interstate Hotels.
T-9
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to by or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated disclaims any
and all liability relating to this information, including without limitation any
express or implied representations or warranties for, statements contained in,
and omissions from, this information, including without limitation any express
or implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. Morgan Stanley & Co. Incorporated and others associated with it may
have positions in, and may effect transaction in, securities and instruments of
issuers mentioned herein and may also perform or seek to perform investment
banking services for the issuers of such securities and instruments. Past
performance is not necessarily indicative of future results. Price and
availability are subject to change without notice. To our readers worldwide: In
addition, please note that this publication has been issued by Morgan Stanley &
Co. Incorporated, approved by Morgan Stanley International Limited, a member of
The Securities and Futures Authority, any by Morgan Stanley Japan Ltd. We
recommend that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned.
<PAGE>
Morgan Stanley Capital I Inc.
$658,634,000 (Approximate)
Aetna Commercial Mortgage Trust Multiclass Pass-Through Certificates
Series 1997-ALIC
Commerce Distribution Center 50, 36 Loans and
Properties
The Commerce Distribution Center Loans and
Properties consist of the cross-defaulted,
cross-collateralized Commerce Distribution Center-36
Loan (Cut-off Date Balance of $24,850,000) and
Commerce Distribution Center-50 Loan (Cut-off Date
Balance of $28,790,000) which are secured by first
lien fee simple mortgages on fourteen industrial
buildings totaling 1,822,446 square feet which are
all a part of the 6.5 million square foot Commerce
Distribution Center Industrial Park located in Bell,
California. The Commerce Distribution Center Loans
were originated on May 16, 1988 and modified on
March 17, 1997 when the borrower bought down the
interest rate on the loans, and mature on June 1,
2002. The Mortgage Rate is fixed at 8.000% and is
interest only until maturity. The DSCR is 1.41x
while the DSCR at a 9.5% constant is 1.19x. The
prepayment provisions on the Loan are generally
yield maintenance with a three month open period
prior to maturity. The borrower is Newcrow III and
the property is managed by Trammell Crow Company, an
affiliate of the borrower.
Koll Center Irvine II Loan and Property
The Koll Center Irvine II Loan has a Cut-off Date
Balance of $48,474,200 and is secured by a first
lien leasehold mortgage on two office buildings and
two restaurants that are part of a mixed use
facility located in Irvine, California that contains
two additional office buildings and a Marriott hotel
that are not part of the subject collateral. The
Koll Center Irvine II Loan was originated on October
9, 1986 and matures on November 1, 2002. The
Mortgage Rate is fixed at 8.000% and has a remaining
amortization period of 308 months. The DSCR is 1.12x
while the DSCR at a 9.5% constant is 1.09x. The
prepayment provision on the Loan is generally yield
maintenance. The borrower is Koll Center Irvine
Number Two and the property is managed by CB/Koll
Real Estate Company.
Glenpointe Centre West Loan and Property
The Glenpointe Centre West Loan has a Cut-off Date
Balance of $46,024,150 and is secured by a first
lien fee simple mortgage on a 333,561 square foot,
7-story office building located in Teaneck, New
Jersey. The Glenpointe Centre West Loan was
originated on December 12, 1986 and matures on
January 1, 2012. The Mortgage Rate is fixed at
9.875% and has a remaining amortization period of
229 months. The DSCR is .90x while the DSCR at a
9.5% constant is 1.10x. The prepayment provisions on
the Loan are generally yield maintenance with a
three month open period prior to maturity. The
borrower is Glenpointe Associates and the property
is managed by A.S. Management, an affiliate of the
borrower.
T-10
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to by or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated disclaims any
and all liability relating to this information, including without limitation any
express or implied representations or warranties for, statements contained in,
and omissions from, this information, including without limitation any express
or implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. Morgan Stanley & Co. Incorporated and others associated with it may
have positions in, and may effect transaction in, securities and instruments of
issuers mentioned herein and may also perform or seek to perform investment
banking services for the issuers of such securities and instruments. Past
performance is not necessarily indicative of future results. Price and
availability are subject to change without notice. To our readers worldwide: In
addition, please note that this publication has been issued by Morgan Stanley &
Co. Incorporated, approved by Morgan Stanley International Limited, a member of
The Securities and Futures Authority, any by Morgan Stanley Japan Ltd. We
recommend that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned.
<PAGE>
Morgan Stanley Capital I Inc.
$658,634,000 (Approximate)
Aetna Commercial Mortgage Trust Multiclass Pass-Through Certificates
Series 1997-ALIC
- ---------------------------------------------------------------------
Number Current % by
of Total Current
Mortgage Amount Total
Current Balance Loans Due Amount Due
- ---------------------------------------------------------------------
1 - 1,000,000 7 1,893,844.64 0.24
1,000,001 - 3,000,000 1 2,618,345.42 0.33
5,000,001 - 10,000,000 5 38,800,525.56 4.83
10,000,001 - 25,000,000 18 308,028,203.35 38.35
25,000,001 - 50,000,000 8 298,322,454.78 37.14
50,000,001 >= 2 153,549,597.72 19.12
- ---------------------------------------------------------------------
Total: 41 803,212,971.47 100.00
- ---------------------------------------------------------------------
Min: 41,297.67
Max: 97,552,185.96
Average: 19,590,560.28
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Current % by
Number of Total Current
Mortgage Amount Total
Payment Rate Loans Due Amount Due
- ---------------------------------------------------------------------
6.501 - 7.000 1 23,500,000.00 2.93
7.501 - 8.000 7 177,504,019.04 22.1
8.001 - 8.500 3 37,309,427.41 4.65
8.501 - 9.000 8 106,555,515.92 13.27
9.001 - 9.500 3 77,032,134.52 9.59
9.501 - 10.000 8 88,087,211.61 10.97
10.001 - 10.500 5 216,590,412.37 26.97
10.501 - 11.000 5 54,202,764.48 6.75
11.001 >= 1 22,431,486.12 2.79
- ---------------------------------------------------------------------
Total: 41 803,212,971.47 100.00
- ---------------------------------------------------------------------
Min: 7.000
Max: 11.780
WAC: 9.331
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Current % by
Number of Total Current
Mortgage Amount Total
Loan Constant Loans Due Amount Due
- ---------------------------------------------------------------------
=< 8.000 4 99,140,000.00 12.34
8.001 - 9.000 6 73,180,477.98 9.11
9.001 - 10.000 4 110,399,044.42 13.74
10.001 - 11.000 4 30,915,553.02 3.85
11.001 - 12.000 13 357,352,086.59 44.49
12.001 - 13.000 3 130,331,961.82 16.23
15.001 >= 7 1,893,844.64 0.24
- ---------------------------------------------------------------------
Total: 41 803,212,971.47 100.00
- ---------------------------------------------------------------------
Min: 7.000
Max: 67.040
Wtd Avg: 10.680
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Current % by
Number of Total Current
Mortgage Amount Total
Property Type Loans Due Amount Due
- ---------------------------------------------------------------------
Office 20 405,168,825.69 50.44
Retail 6 129,822,050.41 16.16
Mixed 2 104,471,612.19 13.01
Hotel 4 70,193,921.59 8.74
Industrial 4 64,058,112.66 7.98
Multifamily 5 29,498,448.93 3.67
- ---------------------------------------------------------------------
Total: 41 803,212,971.47 100.00
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Current % by
Number of Total Current
Geographics Mortgage Amount Total
Distribution Loans Due Amount Due
- ---------------------------------------------------------------------
California 7 174,471,034.77 21.72
Massachusetts 3 118,235,170.75 14.72
New York 2 115,012,598.94 14.32
New Jersey 2 82,092,778.62 10.22
Virginia 4 56,250,366.55 7
Indiana 2 48,962,596.32 6.1
Florida 3 48,549,831.54 6.04
Connecticut 2 40,921,260.44 5.09
Michigan 3 36,530,705.36 4.55
Alabama 2 22,115,848.86 2.75
Kansas 2 21,663,984.42 2.7
New Hampshire 1 11,884,801.00 1.48
Maryland 1 11,300,000.00 1.41
Kentucky 1 7,799,767.24 0.97
South Carolina 1 5,685,528.55 0.71
Pennsylvania 1 871,602.90 0.11
Texas 1 516,781.61 0.06
Minnesota 2 280,557.89 0.03
Arizona 1 67,755.71 0.01
- ---------------------------------------------------------------------
Total: 41 803,212,971.47 100.00
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Current % by
Number of Total Current
Debt Service Mortgage Amount Total
Coverage Ratio Loans Due Amount Due
- ---------------------------------------------------------------------
0.01 - 1.00 10 158,633,409.35 19.75
1.01 - 1.15 13 294,372,360.15 36.65
1.16 - 1.25 4 38,539,124.64 4.8
1.26 - 1.35 5 99,697,137.87 12.41
1.36 - 1.50 4 76,588,267.73 9.54
1.51 - 1.75 3 52,627,715.93 6.55
1.76 - 2.00 1 55,997,411.76 6.97
2.01 >= 1 26,757,544.04 3.33
- ---------------------------------------------------------------------
Total: 41 803,212,971.47 100.00
- ---------------------------------------------------------------------
Min: 0.50
Max: 2.69
Wtd Avg: 1.26
- ---------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to by or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated disclaims any
and all liability relating to this information, including without limitation any
express or implied representations or warranties for, statements contained in,
and omissions from, this information, including without limitation any express
or implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. Morgan Stanley & Co. Incorporated and others associated with it may
have positions in, and may effect transaction in, securities and instruments of
issuers mentioned herein and may also perform or seek to perform investment
banking services for the issuers of such securities and instruments. Past
performance is not necessarily indicative of future results. Price and
availability are subject to change without notice. To our readers worldwide: In
addition, please note that this publication has been issued by Morgan Stanley &
Co. Incorporated, approved by Morgan Stanley International Limited, a member of
The Securities and Futures Authority, any by Morgan Stanley Japan Ltd. We
recommend that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned.
<PAGE>
Morgan Stanley Capital I Inc.
$658,634,000 (Approximate)
Aetna Commercial Mortgage Trust Multiclass Pass-Through Certificates
Series 1997-ALIC
- ---------------------------------------------------------------------
Current % by
Assumed Number of Total Current
Debt Service Mortgage Amount Total
Coverage Ratio Loans Due Amount Due
- ---------------------------------------------------------------------
0.01 - 1.00 8 121,339,087.69 15.11
1.01 - 1.15 6 167,398,493.10 20.84
1.16 - 1.25 6 133,075,328.14 16.57
1.26 - 1.35 4 81,636,674.47 10.16
1.36 - 1.50 2 2,734,194.28 0.34
1.51 - 1.75 6 195,035,829.23 24.28
2.01 >= 9 101,993,364.56 12.7
- ---------------------------------------------------------------------
Total: 41 803,212,971.47 100.00
- ---------------------------------------------------------------------
Min: 0.79
Max: 4.27
Wtd Avg: 1.38
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Current % by
Number of Total Current
Indicative Mortgage Amount Total
Coverage LTV Loans Due Amount Due
- ---------------------------------------------------------------------
=< 50.00 10 124,424,850.68 15.49
50.01 - 75.00 19 453,016,677.71 56.4
75.01 - 100.00 11 202,271,443.08 25.18
100.01 - 125.00 1 23,500,000.00 2.93
- ---------------------------------------------------------------------
Total: 41 803,212,971.47 100.00
- ---------------------------------------------------------------------
Min: 15.22
Max: 119.25
Wtd Avg: 67.22
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Current % by
Number of Total Current
Indicative Mortgage Amount Total
Balloon LTV Loans Due Amount Due
- ---------------------------------------------------------------------
=< 50.00 16 360,384,989.77 44.87
50.01 - 75.00 16 308,023,922.39 38.35
75.01 - 100.00 8 111,304,059.31 13.86
100.01 - 125.00 1 23,500,000.00 2.93
- ---------------------------------------------------------------------
Total: 41 803,212,971.47 100.00
- ---------------------------------------------------------------------
Min: 0.00
Max: 119.25
Wtd Avg: 52.58
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Current % by
Stated Number of Total Current
Remaining Mortgage Amount Total
Team Loans Due Amount Due
- ---------------------------------------------------------------------
1-12 2 16,083,317.04 2
13 - 24 3 32,171,370.14 4.01
25 - 36 5 101,413,138.00 12.63
37 - 48 3 56,106,465.14 6.99
49 - 60 5 135,999,001.43 16.93
61 - 84 6 50,907,715.64 6.34
85 - 120 10 176,443,239.22 21.97
121 - 180 4 165,240,320.71 20.57
181 - 240 2 51,387,991.17 6.4
241 - 300 1 17,460,412.98 2.17
- ---------------------------------------------------------------------
Total: 41 803,212,971.47 100.00
- ---------------------------------------------------------------------
Min: 1
Max: 241
Wtd Avg: 97
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Current % by
Number of Total Current
Mortgage Amount Total
Seasoning Loans Due Amount Due
- ---------------------------------------------------------------------
1-12 6 143,134,383.47 17.82
13 - 24 6 83,967,799.58 10.45
25 - 36 2 33,300,000.00 4.15
37 - 48 3 50,048,629.49 6.23
49 - 60 4 72,671,368.93 9.05
61 - 84 2 104,471,612.19 13.01
85 - 120 12 171,301,157.67 21.33
121 - 180 2 143,576,336.29 17.88
181 - 240 2 632,630.47 0.08
241 - 300 2 109,053.38 0.01
- ---------------------------------------------------------------------
Total: 41 803,212,971.47 100.00
- ---------------------------------------------------------------------
Min: 1
Max: 284
Wtd Avg: 65
- ---------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to by or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated disclaims any
and all liability relating to this information, including without limitation any
express or implied representations or warranties for, statements contained in,
and omissions from, this information, including without limitation any express
or implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. Morgan Stanley & Co. Incorporated and others associated with it may
have positions in, and may effect transaction in, securities and instruments of
issuers mentioned herein and may also perform or seek to perform investment
banking services for the issuers of such securities and instruments. Past
performance is not necessarily indicative of future results. Price and
availability are subject to change without notice. To our readers worldwide: In
addition, please note that this publication has been issued by Morgan Stanley &
Co. Incorporated, approved by Morgan Stanley International Limited, a member of
The Securities and Futures Authority, any by Morgan Stanley Japan Ltd. We
recommend that such investors obtain the advice of their Morgan Stanley & Co.
Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd.
representative about the investments concerned.
