SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 1997
Commission File Number: 333-26667
Morgan Stanley Capital I, Inc.
(Exact Name of registrant as specified in its charter)
Delaware 13-3291626
(State or Other Juris- (I.R.S. Employer
diction of Incorporation) Identification No.)
1585 Broadway, New York, New York 10036
(Address of Principal Executive Office)
212-296-7000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file
such reports),and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in part III of this
Form 10-K or any amendment to this Form 10-K.
Not applicable.
Aggregate market value of voting stock held by non-affiliates of the
Registrant as of December 31, 1997.
Not applicable.
Number of shares of common stock outstanding a
s of December 31, 1997.
Not applicable.
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Table of Contents
PART I
Item 1. Business..................................................3
Item 2. Properties................................................3
Item 3. Legal Proceedings.........................................3
Item 4. Submission Of Matters To A Vote Of Security Holders.......3
PART II
Item 5. Market For Registrant's Common Equity And
Related Shareholder Matters.......................................3
Item 6. Selected Financial Data...................................3
Item 7. Management's Discussion And Analysis Of Financial Condition
And Results Of Operations...............................4
Item 8. Financial Statements And Supplementary Data...............4
Item 9. Changes In And Disagreements With Accountants On
Accounting And Financial Disclosure.....................4
PART III
Item 10. Directors And Executive Officers Of The Registrant.......4
Item 11. Executive Compensation...................................4
Item 12. Security Ownership Of Certain Beneficial Owners And
Management..............................................4
Item 13. Certain Relationships And Related Transactions...........4
PART IV
Item 14. Exhibits, Financial Statement Schedules And Reports On
Form 8-K................................................4
Signatures........................................................4
Exhibit Index.....................................................4
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PART I
ITEM 1. BUSINESS
This Annual Report on Form 10-K relates to the Trust Fund formed, and
the Commercial Mortgage Pass-Through Certificates, Series 1997-XL1
issued, pursuant to a Pooling and Servicing Agreement, dated
as of October 1, 1997 (the "Pooling and Servicing Agreement"), by and
among Morgan Stanley Capital I, Inc. as depositor (the "Company,
GMAC Commercial Mortgage Corporation, as master and special servicer,
LaSalle National Bank, as trustee and REMIC administrator, and ABN AMRO
Bank, N.V., as fiscal agent. The Certificates have been registered
pursuant to the Act under a Registration Statement on Form S-3
(No. 333-27083) (the "Registration Statement").
Capitalized terms used herein and not defined have the same
meanings ascribed to such terms in the Pooling and Servicing Agreement.
This Annual Report is being filed by the Trustee, in its capacity as
such under the Pooling and Servicing Agreement, on behalf of Registrant.
The information contained herein has been supplied to the Trustee by
one or more of the Borrowers or other third parties without independent
review or investigation by the Trustee. Pursuant to the Pooling and
Servicing Agreement, the Trustee is not responsible for the accuracy
or completeness of such information.
ITEM 2. PROPERTIES
See Exhibits 99.1 and 99.2 hereto for Servicer s Annual Statement of
Compliance and Servicer s Independent Accountant s Report on Servicer's
servicing activities.
ITEM 3. LEGAL PROCEEDINGS
Except for claims arising in the ordinary course of business and
which are covered by liability insurance, there are no material pending
legal proceedings involving the Trust Fund, the Mortgages comprising the
Trust Fund or the Trustee, the Special Servicer or the Servicer with
respect to or affecting their respective duties under the Pooling and
Servicing Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of Certificateholders during
the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
There was one registered holder of the Certificate representing an
equity interest in the Trust as of December 31, 1997. To the
Registrant's knowledge, as of that date, there was no principal market
in which the Certificates representing an equity interest in the Trust
were traded.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF A FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
The information required by Items 10, 11, 12 and 13 is not
applicable as the trust fund does not have directors or officers and
Certificateholders have no right to vote (except with respect to
required consents to certain amendments to the Pooling and Servicing
Agreement and upon certain events of default) or control the Trust
Fund.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a)
1. Servicer's Annual Statement of Compliance for the period ended
12/31/97.
2. Servicer's Independent Accountant's Report on Servicer's servicing
activities.
(b) All current Reports on Form 8-K for the Trust have been filed as of
12/31/97.
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its by the undersigned thereunto duly authorized.
LASALLE NATIONAL BANK, IN
ITS CAPACITY AS TRUSTEE UNDER
THE POOLING AND SERVICING
AGREEMENT ON BEHALF OF Morgan
Stanley Capital I, Inc.,
REGISTRANT
By: /s/ Russell Goldenberg
Name: Russell Goldenberg
Title: Senior Vice President
Dated: April 14, 1998
EXHIBIT INDEX
Exhibit No. Description
99.1 Servicer's Annual Statement of Compliance
99.2 Servicer's Independent Accountants' Report on Servicer's servicing
activities
Exhibit 99.1
GMAC Commercial MortgaL orporation
100 South Wacker Drive
Suite 400
Chicago, IL 60606
Tel. 312-845-8539
Fax 312-845-8617
Morgan Stanley Capital I, Inc.
Series 1997-XL1
Annual Statement as to Compliance
For the Year Ended December 31,1997
Diane, M. Norberg
Vice President
CMBS Compliance
Pursuant to the Section 3.14 of the Pooling and Servicing Agreement,
I attest that:
(i)A review of the activities of GMAC Commercial Mortgage as Master
Servicer during the period, and of its performance under this
Agreement,
has been made under my supervision.
(ii) To the best of my knowledge, based on such review, GMAC Commercial
Mortgage as Master Servicer, has fulfilled all of its obligations
under this
Agreement throughout the period.
(iii)
(iv) GMAC Commercial Mortgage Corporation as Master Servicer has
maintained an effective internal control system over the servicing
of the mortgage loans
(v) GMAC Commercial Mortgage as Master Servicer has received no notice
regarding qualifications, or challenging the status, of the Trust REMIC
from the Internal Revenue Service or any other governmental
agency or body.
BY: /s/ Diane Norberg
Diane M. Norberg
Vice President
GMAC Commercial Mortgage Corporation
Date: March 31, 1998
MORGAN STANLEY CAPITAL I INC.
Series 1997-XL1
Annual Statement as to Compliance
For the Period of October 17 through
December 31, 1997
Pursuant to section 3.14 of the Pooling and Servicing Agreement, I attest
that:
(i.) A review of the activities of GMAC Commercial Mortgage as Special
Servicer During the period, and of its performance under this Agreement,
has
been made
under my supervision.
(ii.) To the best of my knowledge, based on such review, GMAC Commercial
Mortgage as Special Servicer has fulfilled in all material respects
all of its obligation under this Agreement throughout the period.
(v)
GMAC Commercial Mortgage as Special Servicer has maintained an effective
internal control system over the servicing of mortgage loans.
GMAC Commercial Mortgage as Special Servicer has received no notice
regarding qualifications, or challenging the status, of any portion of
the Trust Fund as a REMIC from the Internal Revenue Service or any other
governmental agency or body.
BY: /S/ Chris Oofson
Chris 01ofson
Vice President, GMAC Commercial Mortgage Corporation
Date: 3/6/98
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GMAC Commercial Mortgage Corporation
650 Dresher Road
P.O. Box 1015
Horsham, PA 19044-8015
Tel. 215-328-3806
Fax 215-328-3478
Report of Mana$!emen
Barry Alan Moore
Executive Vice President
As of and for the year ended December 31, 1997, GMAC Commercial Mortgage
Corporation has complied in all material respects with the master
servicing standards set forth in the Company's master servicing standards
(attached), which were derived from the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers.
The Company, as master servicer, performs certain functions with respect to
servicing loans, however, the direct loan servicing functions are performed
by various subservicers. For those loans included in the Pooling and
Servicing Agreements listed in the attached Exhibit A, the Company has
complied with their Master Servicing Standards enumerated below, as of
and for the year ended December 3 1, 1997.
Barry Moore
Executive Vice President
Anne Cassidy
Senior Vice President
Gary Severyn
Vice President
Diane Norberg
Vice President
February 20, 1998
GMAC COMMERCIAL MORTGAGE CORPORATION
MINIMUM MASTER SERVICING STANDARDS
I. CUSTODIAL BANK ACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all
custodial bank accounts and related bank clearing accounts. These
reconciliations shall:be mathematically accurate;
be prepared within forty-five (45) calendar days after the cutoff date,
but in any event in accordance with the applicable servicing agreements;
be reviewed and approved by someone other than the person who prepared
the reconciliation; and
explanations for reconciling items shall be documented and shall be
resolved within ninety (90) calendar days of their original identification.
2. Funds of the servicing entity shall be advanced as specified in the
applicable servicing agreements in cases where there is potential for an
overdraft in an investor's account or a request letter has been received
from a subservicer for a servicing advance stipulated by the subservicing
agreement.
3. All cash for each custodial account shall be maintained at a
federally insured depository institution in trust for the applicable
investor or in an investment account in accordance with the applicable
servicing agreement requirements.
II. MORTGAGE PAYMENTS
1. Mortgage payments shall be deposited into the custodial bank accounts
and related bank clearing accounts within two business days of receipt
from the subservicer.
2. Mortgage payments made in accordance with the mortgagor's loan
documents shall be posted to the applicable mortgagor records within
two business days of receipt from the subservicer.
III. DISBURSEMENTS
1. Remittances made via wire transfer on behalf of a mortgagor or
investor shall be made only by authorized personnel.
2. Amounts remitted to investors per the servicer's investor reports
shall agree with canceled checks, or other form of payment, or custodial
bank statements.
GMAC Commercial Mortgage Corporation
<PAGE>
i i IV. INVESTOR ACCOUNTING AND REPORTING
1 . Monthly investor reports shall be sent in a timely manner listing
loan level detail of payments and balances, and all other data required
by the servicing agreements.
V.INSURANCE POLICIES
A fidelity bond and errors and omissions policy shall be in effect on the
Company throughout the reporting period in the amounts following: General
Motors Corporation fidelity bond of $150 million and a GMAC Commercial
Mortgage Corporation errors and omissions policy of $30 million.
VI. MONITORING OF SUBSERVICER COMPLIANCE
I . Within 120 days of a subservicer's year-end, the subservicer's
management assertions about compliance with minimum servicing standards,
which were derived from the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers and the
Independent Accountants' Report on management's assertions shall be
reviewed, and if material exceptions are found, appropriate corrective
action will be taken.
2. An annual certification from each subservicer stating that the
subservicer is in compliance with its subservicer agreement shall be
obtained by April 30thfor the previous calendar year.
GhAAC Commercial Mortgage Corporation
GMAC Commercial Mortgage Corporation and Subs'idiaries
Report on Compliance with Minimum Servicing Standards
December 31, 1997
<PAGE>
GMAC Commercial Mortgage Corporation
650 Dresher Road
P.O. Box 1015
Horsham, PA 19o44-8ol5
Tel. 215-328-3806
Fax 215-328-3478
Report of Management
Barry Alan Moore
Executive Vice President
As of and for the year ended December 31, 1997, GMAC Commercial Mortgage
Corporation has complied in all material respects with the minimum
servicing standards set forth in the Company's minimum servicing standards
(attached), which were derived from the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers. As of
and for this same period, GMAC Commercial Mortgage Corporation had in
effect a General Motors Corporation fidelity bond of $150 million and a
GMAC Commercial Mortgage Corporation errors and omissions policy in the
amount of $30 million.
Barry A. Moore
Executive Vice President
February 20, 1998
<PAGE>
I
11
GMAC COMMERCIAL MORTGAGE CORPORATION
MINIMTJM SERVICING STANDARDS
1. CUSTODIAL BANKACCOUNTS
1. Reconciliations shall be prepared on a monthly basis for all
custodial bank accounts and related bank clearing accounts. These
reconciliations shall:
be mathematically accurate;
be prepared within forty-five (45) calendar days after the cutoff date;
be reviewed and approved by someone other than the person who prepared
the reconciliation; and
2.
document explanations for reconciling items. These reconciling items
shall be resolved within ninety (90) calendar days of their original
identification.
Funds of the servicing entity shall be advanced as specified in the
servicing agreement in cases where there is an overdraft in an investor's
or a mortgagor's account and an advance is specified in the Investor's
Servicing Agreement.
All cash for each custodial account shall be maintained at a federally
insured depository institution in trust for the applicable investor or
in an investment account in accordance with the applicable servicing
agreement requirements.
Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.
11. MORTGAGE PAYMENTS
L Mortgage payments which are properly identified with a GMACCM account
number and agree to the total amount of the scheduled payment due shall
be deposited into the clearing bank accounts andrelated custodial bank
accounts within two business days of receipt. Any mortgage payments which
do not meet these parameters will be researched and deposited into the
appropriate bank accounts within five business days of receipt.
2.
Mortgage payments made in accordance with the mortgagor's loan documents
shall be posted to the applicable mortgagor records within two business
days of receipt.
3. Mortgage payments shall be allocated to principal, interest,
insurance, taxes
GMAC Commercial Mortgage Corporation
<PAGE>
or other escrow items in accordance with the mortgagor's
loan documents.
4. Mortgage payments identified as loan payoffs shall be allocated
in accordance with the mortgagor's loan documents.
III. DISBURSEMENTS
2.
5.
V.
1. Disbursements made via wire transfer on behalf of a mortgagor
or investor shall be made only by authorized personnel.
Disbursements made on behalf of a mortgagor or investor shall
be posted within two business days to the mortgagor's or
investor's records maintained by the servicing entity.
Tax and insurance payments for those loans that are escrowed shall
be made on or before the penalty or insurance policy expirations
date, as indicated on tax bills and insurance premium notices,
respectively, provided that such support has been received by
the servicing entity at least thirty (30) calendar days prior to
these dates, and the mortgagor has agreed with the amounts due.
4. Any late payment penalties paid in conjunction with the payment
of any tax bill or insurance premium notice shall be paid from the servicing
entity's funds and not charged to the mortgagor, unless the late
payment was due to the mortgagor's error or omission.
Amounts remitted to investors per the servicer's investor reports
shall agree with canceled checks, or other form of payment, or
custodial bank statements.
6. Unissued checks shall be safeguarded so as to prevent
unauthorized access.
IV. INVESTOR ACCOUNTING AND REPORTING
1. Monthly investor reports are sent on a monthly basis listing
the total unpaid principal balance and number of loans serviced.
MORTGAGOR LOAN ACCOUNTING
Adjustments on ARM loans shall be computed based on the related
mortgage note and any ARM rider.
Escrow accounts shall be analyzed, in accordance with the
mortgagor's loan documents, on at least an annual basis.
3. Interest on escrow accounts, if required by the mortgage documents,
shall be said, or credited, to mortgagors in accordance with the borrower
agreements.
GMAC Commercial Mortgage Corporation
<PAGE>
I
VI. INSURANCE POLICIES
1. A fidelity bond and errors and omissions policy shall be in
effect on the servicing entity throughout the reporting period in
the amount of coverage represented to investors in management's assertion.
GAAAC Commercial Mortgage Corporation
<PAGE>
Exhibit 99.2
Price Waterhouse LLP
1177 Avenue of the Arnericas
New York, NY 10036
Price Waterhouse
February 20, 1998.
To the Board of Directors of
GMAC Commercial Mortgage Corporation
Rel2ort of Independent Accountants
Telephone 212* 596 7000
Facs1mile 2125968910
We have examined management's assertions, dated February 20, 1998,
about GMAC Commercial Mortgage Corporation's (the "Company") compliance
with its established minimum servicing standards (herein "Servicing
Policy") included in the accompanying management assertion as of and
for the year ended December 31, 1997. Management is responsible for
the Company's compliance with the Servicing Policy. Our responsibility
is to express an opinion on management's assertion about the Company's
compliance based on our examination.
Our examination was made in accordance with the standards established by
the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about theCompany's compliance
with the Servicing Policy and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not
provide a legal determination on the Company's compliance with the
Servicing Policy.
In our opinion, management's assertion that the Company complied with the
aforementioned Servicing Policy as of and for the year ended December 31,
1997 is fairly stated, in all material respects.
<PAGE>
Price Waterhouse LLP
Price Waterhouse
February 20, 1998
Report of Independent Accountants
To the Board of Directors of
GMAC Commercial Mortgage Corporation
1177 Avenue of the Americas New York, NY 10036
Telephone 212 596 7000 Facsimile 2125968910
0
We have examined management's assertions, dated February 20, 1998,
about GMAC Commercial Mortgage Corporation's (the "Company") compliance
with its established minimum master servicing standards (herein "Master
Servicing Policy") included in the accompanying management assertion as
of and for the year ended December 31, 1997. Management is responsible
for the Company's compliance with the Master Servicing Policy. Our
responsibility is to express an opinion on management's assertion about
the Company's compliance based on our examination.
Our examination was made in accordance with the standards established by
the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about the Company's
compliance with the Master Servicing Policy and performing such other
procedures as we considered necessary in the circumstances. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's
compliance with the Master Servicing Policy.
in our opinion, management's assertion that the Company complied with the
aforementioned Master Servicing Policy as of and for the year ended
December 31, 1997 is fairly stated, in all material respects.
