<PAGE> 1
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): March 3, 1998
Morgan Stanley Capital I Inc. (as depositor under a Pooling and Servicing
Agreement to be dated as of March 1, 1998 providing for, inter alia, the
issuance of Commercial Mortgage Pass-Through Certificates, Series 1998-WF1)
Morgan Stanley Capital I Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 333-45467 13-3291626
(STATE OR OTHER JURISDICTION (COMMISSION) (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1585 Broadway, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 296-7000
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Exhibit Index Located on Page 2
<PAGE> 2
Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
<TABLE>
<CAPTION>
Sequential
Numbered
Exhibit Exhibit
Number Page
<S> <C> <C>
99.1 ABS Term Sheet prepared by Morgan Stanley & Co.
Incorporated in connection with Registrant's
Commercial Mortgage Pass-Through Certificates, Series
1998-WF1
</TABLE>
<PAGE> 3
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.
MORGAN STANLEY CAPITAL I INC.
By: /s/ Russell A. Rahbany
------------------------------
Name: Russell A. Rahbany
Title: Vice President
Dated: March 3, 1998
<PAGE> 1
<TABLE>
<S> <C> <C>
- ------------------------------------------- -------------------------------------------- ----------------------------------
MORGAN STANLEY [MORGAN STANLEY DEAN WITTER LOGO] February [ ], 1998
Real Estate Debt Capital Markets Revised February 23, 1998
Mortgage/Asset Capital Markets
- ------------------------------------------- -------------------------------------------- ----------------------------------
</TABLE>
CMBS NEW ISSUE
PRELIMINARY TERM SHEET
-----------------------------------------
EXPECTED PRICING DATE: FEBRUARY [ ], 1998
-----------------------------------------
$1,267,560,000
(APPROXIMATE)
MORGAN STANLEY CAPITAL I INC.
AS DEPOSITOR
WELLS FARGO BANK, NATIONAL ASSOCIATION
AS MASTER SERVICER AND SELLER
MORGAN STANLEY MORTGAGE CAPITAL INC.
AS SELLER
JOHN HANCOCK REAL ESTATE FINANCE, INC.
AS SELLER
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
-----------------------------------------
MORGAN STANLEY DEAN WITTER
BEAR, STEARNS & CO. INC.
DEUTSCHE MORGAN GRENFELL INC.
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 buy 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. 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
<PAGE> 2
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 buy 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. 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
<PAGE> 3
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
<TABLE>
<CAPTION>
RATING INITIAL
AMOUNT(1) (DCR/ AVERAGE PRINCIPAL EXPECTED FINAL PASS-THROUGH
CLASS ($MM) S&P) LIFE(3) WINDOW(3)(4) DISTRIBUTION DATE(3) RATE(5)(7)
----- ----- ---- ------- ------------ -------------------- -----------
<S> <C> <C> <C> <C> <C> <C>
A-1 $363,689,000 AAA/AAA 5.43 1-112 07/15/07 [6.12]%
A-2 661,595,000 AAA/AAA 9.62 112-117 12/15/07 [6.34]
X-1(6) 1,404,498,900(2) AAA/AAAr ---- ---- 01/15/18 Variable Rate(8)
X-2 773,376,000(2) AAA/AAAr ---- ---- 03/15/03 Variable Rate(8)
B 70,225,000 AA/AA 9.78 117-117 12/15/07 [6.54]
C 70,225,000 A/A 9.81 117-118 01/15/08 [6.64]
D 70,225,000 BBB/BBB 9.87 118-118 01/15/08 [6.93]
E 31,601,000 BBB-/NR 9.89 118-119 02/15/08 [7.22]
F(6) 24,578,000 BB+/BB+ 9.95 119-119 02/15/08 [7.22]
G(6) 38,624,000 NR/BB 10.39 119-143 02/15/10 [6.12]
H(6) 10,534,000 NR/BB- 12.74 143-162 09/15/11 [6.12]
J(6) 28,090,000 NR/B 14.55 162-178 01/15/13 [6.12]
K(6) 10,534,000 NR/B- 14.90 178-182 05/15/13 [6.12]
L(6) 24,578,900 NR/NR 17.62 182-238 01/15/18 [6.12]
</TABLE>
Notes: (1) In the case of each such Class, subject to a permitted variance
of plus or minus 5%.
(2) The Class X-1 Notional Amount is equal to the sum of all
Certificate Balances outstanding from time to time. The Class
X-2 Notional Amount is equal to the sum of the Certificate
Balances of the Class B, Class C, Class D, Class E and the
deemed Certificate Balance of a component (the "Class A-2B
Component") of the Class A-2 Certificates representing an
initial Certificate Balance equal to $531,100,000, which
component is assumed to be entitled to distributions only after
the deemed Certificate Balance of another component (the "Class
A-2A Component"), representing an initial Certificate Balance
equal to $242,276,000, has been reduced to zero.
(3) Based on Maturity Assumptions described in the Prospectus
Supplement.
(4) 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.
(5) Other than the Class X-1 and X-2 Certificates (collectively the
"Class X 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.
(6) To be offered privately.
(7) The pass-through rates shown are only for indicative purposes.
The final pass-through rates will be determined at pricing.
(8) See note (1) on page 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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-1
<PAGE> 4
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
I. ISSUE CHARACTERISTICS
Issue Type: The Class A-1, A-2, B, C, D, E, F and X-2 Certificates
are offered pursuant to the Prospectus Supplement and
accompanying Prospectus dated February 19, 1998, and the
class G, H, J, K, L and X-1 Certificates will be offered
privately (pursuant to Rule 144A under the Securities
Act of 1933, as amended) pursuant to a Private Placement
Memorandum, dated February [ ], 1998.
Securities Offered: $1,267,560,000 fixed-rate, monthly pay, multi-class
sequential pay commercial mortgage REMIC Pass-Through
Certificates, including seven principal and interest
Classes (Classes A-1, A-2, B, C, D, E and F).
Collateral: The collateral consists of a $1,404,498,900 pool of
fixed-rate commercial and multifamily Mortgage Loans.
Sellers: Wells Fargo Bank, National Association, Morgan Stanley
Mortgage Capital Inc. and John Hancock Real Estate
Finance, Inc.
Lead Manager: Morgan Stanley & Co. Incorporated.
Co-Manager: Bear, Stearns & Co. Inc. and Deutsche Morgan Grenfell
Inc. (Investment grade Classes only).
Master Servicer: Wells Fargo Bank, National Association.
Special Servicer: CRIIMI MAE Services Limited Partnership.
Trustee/Fiscal Agent: LaSalle National Bank/ABN AMRO Bank N.V.
Expected Pricing Date: On or about February [ ], 1998.
Expected Closing Date: On or about March [ ], 1998.
Distribution Dates: The 15th of each month, commencing April 15, 1998.
Minimum Denominations: $5,000 for Class A Certificates; $50,000 for all other
Certificates (other than the Class R Certificates).
Settlement Terms: DTC, Euroclear and Cedel, same day funds, with accrued
interest.
Legal/Regulatory
Status: Class A-1, A-2 and X Certificates are 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. SEE THE "RISK FACTORS AND
OTHER SPECIAL CONSIDERATIONS" SECTION OF THE PROSPECTUS
SUPPLEMENT AND THE "RISK FACTORS" SECTION OF THE
PROSPECTUS.
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-2
<PAGE> 5
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
II. STRUCTURE CHARACTERISTICS
The Certificates (other than the Class X-1, X-2 and Class R Certificates) are
fixed-rate, monthly pay, multi-class, sequential pay REMIC Pass-Through
Certificates. All Classes of Certificates derive their cash flows from the
entire pool of Mortgage Loans.
[GRAPHIC OMITTED]
Note: The Pass-Through Rate for the Class X-1 Certificates on each Distribution
Date will equal, in general, the weighted average of the Class X-1 Strip
Rates for the respective Principal Balance Certificates (or, in the case
of the Class A-2 Certificates, the Class A-2A Component and the Class A-2B
Component) for such Distribution Date (weighted on the basis of their
respective Certificate Balances). The Class X-1 Strip Rate in respect of
any such Class of Certificates or such Component for any Distribution Date
will, in general, equal the excess, if any, of (i) the Weighted Average
Net Mortgage Rate for such Distribution Date over (x) in the case of the
Class A-1, Class F, Class G, Class H, Class J, Class K and Class L
Certificates and the Class A-2A Component, the Pass-Through Rate for such
class of Certificates or such Component and (y) in the case of the Class
A-2B Component and the Class B, Class C, Class D, and Class E
Certificates, (I) for such Distribution Date occurring on or before March
15, 2003, the corresponding rate set forth in Schedule A to the Prospectus
Supplement and (II) for any Distribution Date occurring after March 15,
2003, the Pass-Through Rate for such Class of Certificates or such
Component. The Pass-Through Rate for the Class X-2 Certificates on each
Distribution Date will equal, in general, the weighted average of the
Class X-2 Strip Rates for the Class A-2B Component and the Class B, Class
C, Class D and Class E Certificates for such Distribution Date (weighted
on the basis of their Certificate Balances). The Class X-2 Strip Rate in
respect of any such class or component will, in general, equal the lesser
of (i) the corresponding rate set forth on Schedule A less the Class A-2,
Class B, Class C, Class D and Class E Pass-Through Rates, respectively,
and (ii) the excess, if any, of the Weighted Average Net Mortgage Rate for
such Distribution Date over the Pass-Through Rate for such Class of
Certificates or such Component. 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.
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-3
<PAGE> 6
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
Interest Distributions: Each Class of Certificates (other than the
Class R Certificates) will be entitled on
each Distribution Date to interest accrued
at its Pass-Through Rate on the
outstanding Certificate Balance or
Notional Amount of such Class, as
applicable.
Pass-Through Rates: Class A-1: [6.12%]
Class A-2: [6.34%]
Class B: [6.54%]
Class C: [6.64%]
Class D: [6.93%]
Class E: [7.22%]
Class F: [7.22%]
Class G: [6.12%]
Class H: [6.12%]
Class J: [6.12%]
Class K: [6.12%]
Class L: [6.12%]
Class X-1: See note (1) on page T-3.
Class X-2: See note (1) on page T-3.
Principal Distributions: Principal will be distributed on each
Distribution Date to the most senior Class
(i.e., the Class with the earliest
alphabetical/numerical Class designation)
of the Principal Balance Certificates
outstanding, until its Certificate Balance
is reduced to zero (sequential order). If,
due to losses, the Certificate Balances of
the Class B through Class L Certificates
are reduced to zero or Appraisal
Reductions exceed the aggregate
Certificate Balance of the Subordinate
Certificates, payments of principal to the
Class A-1 and A-2 Certificates will be
made on a pro rata basis.
Prepayment Premium Allocation: Prepayment Premiums (to the extent
received) will be allocated among the
Class X-1 Certificates and the Principal
Balance Certificates (other than Classes
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."
Credit Enhancement: Each Class of Certificates (other than
Classes A-1, A-2, X-1 and X-2) will be
subordinate to all other Classes with an
earlier alphabetical Class designation.
Advancing: The Master Servicer, the Trustee and the
Fiscal Agent (in that order) 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.
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-4
<PAGE> 7
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
Realized Losses and Expense Realized Losses and Expense Losses, if
Losses: any, will be 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-1 and A-2 and, with respect to
losses allocated to interest, Class X
Certificates, pro rata, in each case
reducing amounts payable thereto. Any
interest shortfall of any Class of
Certificates will result in unpaid
interest for such Class which, together
with interest thereon compounded monthly
at one-twelfth the applicable Pass-Through
Rate for such Class, will be payable in
subsequent periods, subject to available
funds.
Prepayment Interest Shortfalls: For any Distribution Date, any Net
Aggregate Prepayment Interest Shortfall
not offset by the Servicing Fee (less any
amounts payable to Sub-Servicers) for such
Distribution Date, will generally be
allocated pro rata to each Class of
Certificates in proportion to its
entitlement to interest.
Appraisal Reductions: An appraisal reduction generally will be
created in the amount, if any, by which
the Principal Balance of a Specially
Serviced Mortgage Loan (plus other amounts
overdue in connection with such loan)
exceeds 90% of the appraised value of the
related Mortgaged Property. The Appraisal
Reduction Amount will reduce
proportionately the amount of P&I Advances
for such loan, which reduction will
result, in general, in a reduction of
interest distributable to the most
subordinate Class of Principal Balance
Certificate 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 or otherwise
disposed of.
Operating Adviser: The Operating Adviser, which may be
appointed by the Controlling Class, will
have the right to approve and direct
certain actions of the Special Servicer
with respect to Specially Serviced
Mortgage Loans. Examples include the right
to make certain modifications, foreclose,
sell, bring an REO Property into
environmental compliance or accept
substitute or additional collateral.
Controlling Class: The Controlling Class will generally be
the most subordinate Class of Certificates
outstanding at any time or, if the
Certificate Balance of such Class is less
than 50% (or for Class L, 20%) of the
initial Certificate Balance of such Class,
the next most subordinate Class of
Principal Balance Certificates.
Special Servicer: 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 Mortgage Loan beyond two years prior
to the Final Rated Distribution Date,
grant more than three one-year extensions
of the maturity date of a Mortgage Loan
which has a below market rate, reduce the
Mortgage Rate to a rate below the market
rate or defer interest due in excess of
10% of the Scheduled Principal Balance of
such Mortgage Loan.
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-5
<PAGE> 8
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
Optional Termination: The Depositor, then the Master Servicer,
then the Special Servicer and then the
holder of a majority of the R-1
Certificates 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 Balance of all
Classes of Certificates then outstanding
is less than or equal to 1% of the Initial
Pool Balance. Such purchase price will
generally be at a price equal to the
unpaid aggregate Scheduled Principal
Balance of the Mortgage Loans, plus
accrued and unpaid interest and
unreimbursed Advances.
Reports to Certificateholders: The Trustee will prepare and deliver
monthly Certificateholder Reports. The
Special Servicer will prepare and deliver
to the Trustee a monthly Special Servicer
Report summarizing the status of each
Specially Serviced Mortgage Loan. The
Master Servicer and the Special Servicer
will prepare and deliver to the Trustee an
annual report setting forth, among other
things, the debt service coverage ratios
for each Mortgage Loan, as available. Each
of the reports will be available to the
Certificateholders. A Report containing
information regarding the Mortgage Loans
will be available electronically.
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-6
<PAGE> 9
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
III. ORIGINATORS Wells Fargo
The Mortgage Pool includes 175 Mortgage Loans, representing
approximately 52.6% of the Initial Pool Balance, originated
by Wells Fargo, National Association ("Wells Fargo").
Founded in 1852, Wells Fargo & Company is the holding
company for Wells Fargo. Wells Fargo provides a full range
of banking services to individual, agri-business, real
estate, commercial and small business customers. For the
year ended December 31, 1997 and for the year ended December
31, 1996, Wells Fargo & Company reported, on a consolidated
basis, net income of $1,155MM and $1,071MM, respectively. As
of December 31, 1997 and as of December 31, 1996 Wells Fargo
& Company reported, on a consolidated basis, total assets of
$97.5Bn and $108.9Bn, respectively and total capital (Tier 1
& 2) of $9.2Bn and $10.0Bn, respectively.
As of December 31, 1997 Wells Fargo and its subsidiaries
serviced a portfolio of multifamily and commercial mortgage
loans totaling approximately $15.2Bn, of which $3.0Bn was
for third parties. Commercial and multifamily mortgage loans
originated for securitization by Wells Fargo and its
subsidiaries are generally serviced by Wells Fargo. Wells
Fargo has been approved as a master and special servicer by
all four rating agencies.
The Loans originated by Wells Fargo were originated through
Wells Fargo's Capital Markets Group ("Capital Markets
Group"). The Capital Markets Group maintains loan production
offices in six metropolitan areas in California and nine
other cities nationwide. The group is staffed with
approximately 20 originators and approximately 20
underwriters and is supported by Wells Fargo's Appraisal and
Real Estate Technical Services (RETECHS) personnel.
Wells Fargo has completed three previous conduit
securitizations.
Morgan Stanley Mortgage Capital Inc.
The Mortgage Pool includes 100 Mortgage Loans, representing
approximately 36.6% of the Initial Pool Balance, either
acquired or originated by or on behalf of Morgan Stanley
Mortgage Capital Inc. ("MSMC"). MSMC is a subsidiary of
Morgan Stanley & Co. Incorporated that was formed to
originate and purchase mortgage loans secured by commercial
and multifamily real estate.
John Hancock Real Estate Finance, Inc.
The Mortgage Pool includes 34 Mortgage Loans, representing
approximately 10.9% of the Initial Pool Balance, originated
by John Hancock Real Estate Finance, Inc. ("JHREF"). JHREF
is a wholly-owned subsidiary of John Hancock Subsidiaries,
Inc., which is a wholly-owned subsidiary of John Hancock
Mutual Life Insurance Company. JHREF was formed to originate
and service commercial and multifamily mortgage loans. JHREF
presently has seven offices across the country and a loan
servicing center in Atlanta, GA. Each of the JHREF Mortgage
Loans were underwritten at JHREF's Boston headquarters and
was closed by JHREF.
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-7
<PAGE> 10
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
IV. COLLATERAL DESCRIPTION
Summary: The Mortgage Pool consists of a $1,404,498,900 pool of
309 fixed-rate, first lien, mortgage loans secured by
liens on commercial and multifamily properties located
throughout 36 states. As of the Cut-Off Date, the
Mortgage Loans have a weighted average mortgage rate
of 7.764% and a weighted average remaining term to
maturity of 118 months. See the Appendices to the
Prospectus Supplement for more detailed collateral
information.
GEOGRAPHIC DISTRIBUTION
[GRAPHIC OMITTED]
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-8
<PAGE> 11
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
CUT-OFF DATE BALANCES
<TABLE>
<CAPTION>
WEIGHTED WEIGHTED
NUMBER PERCENT BY WEIGHTED AVERAGE AVERAGE WEIGHTED
OF AGGREGATE AGGREGATE AVERAGE REMAINING WEIGHTED CUT-OFF AVERAGE
MORTGAGE CUT-OFF DATE CUT-OFF DATE MORTGAGE TERM TO AVERAGE DATE BALLOON
CUT-OFF DATE BALANCE ($) LOANS BALANCE BALANCE (%) RATE (%) MATURITY (MOS) DSCR (x) LTV (%) LTV (%)
- ------------------------------ ---------- --------------- ------------- ----------- -------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 to 1,000,000 23 $19,649,788 1.40 7.964 137 1.55 61.0 36.1
1,000,001 to 2,000,000 77 117,635,492 8.38 7.834 131 1.70 61.8 43.9
2,000,001 to 3,000,000 61 152,492,194 10.86 8.017 131 1.52 65.2 47.8
3,000,001 to 4,000,000 38 135,864,621 9.67 7.918 127 1.47 69.3 54.3
4,000,001 to 5,000,000 35 155,055,293 11.04 7.822 124 1.57 68.2 55.5
5,000,001 to 6,000,000 23 127,524,644 9.08 7.762 127 1.54 66.8 49.0
6,000,001 to 7,000,000 6 39,378,420 2.80 7.998 115 1.47 74.4 65.0
7,000,001 to 8,000,000 12 90,905,172 6.47 7.793 108 1.52 69.7 58.8
8,000,001 to 9,000,000 5 42,781,073 3.05 7.410 127 1.71 67.3 56.4
9,000,001 to 10,000,000 2 18,853,762 1.34 7.778 117 1.39 74.9 66.2
10,000,001 to 11,000,000 4 41,805,180 2.98 7.829 91 1.40 74.2 66.4
11,000,001 to 12,000,000 4 45,188,406 3.22 7.631 108 1.29 77.5 69.4
12,000,001 to 13,000,000 7 88,880,320 6.33 7.369 101 1.60 68.9 61.1
13,000,001 and above 12 328,484,537 23.39 7.644 107 1.54 69.7 61.0
- ------------------------------ ---------- --------------- ------------- ----------- -------------- ---------- ---------- ----------
TOTAL OR WEIGHTED AVERAGE: 309 $1,404,498,900 100.00% 7.764% 118 1.54x 68.4% 55.8%
============================== ========== =============== ============= =========== ============== ========== ========== ==========
</TABLE>
<TABLE>
<S> <C>
Min: $447,705
Max: $59,807,596
Average: $4,545,304
</TABLE>
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-9
<PAGE> 12
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
STATES
<TABLE>
<CAPTION>
- ------------------- ----------- ----------------- -------------- ----------- ----------------- ----------- ----------- ------------
PERCENT BY WEIGHTED WEIGHTED
NUMBER AGGREGATE WEIGHTED AVERAGE AVERAGE WEIGHTED
OF AGGREGATE CUT-OFF DATE AVERAGE REMAINING WEIGHTED CUT-OFF AVERAGE
MORTGAGE CUT-OFF DATE BALANCE MORTGAGE TERM TO AVERAGE DATE BALLOON
STATE LOANS BALANCE (%) RATE (%) MATURITY (MOS) DSCR (x) LTV (%) LTV (%)
- ------------------- ----------- ----------------- -------------- ----------- ----------------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
California 116 $489,994,455 34.89 7.555 117 1.58 66.6 54.2
Texas 38 125,863,907 8.96 7.702 124 1.56 68.0 52.7
Arizona 10 77,390,716 5.51 7.916 117 1.63 66.9 55.4
Ohio 15 71,510,029 5.09 7.735 124 1.49 74.7 60.7
Nevada 13 61,768,159 4.40 7.814 108 1.54 69.6 59.4
Pennsylvania 6 61,169,344 4.36 8.029 120 1.53 67.1 56.0
Utah 8 50,805,348 3.62 8.083 103 1.47 70.0 59.8
New York 6 50,690,158 3.61 8.289 115 1.54 66.3 58.8
Maryland 2 36,830,890 2.62 7.242 118 1.46 73.9 65.0
Massachusetts 3 35,544,078 2.53 7.895 116 1.43 72.8 60.1
Florida 13 34,989,799 2.49 8.102 122 1.59 66.6 53.3
Washington 9 31,662,744 2.25 8.009 139 1.44 62.5 46.8
Colorado 6 29,426,664 2.10 7.385 112 1.48 73.3 63.5
Indiana 8 28,907,400 2.06 8.147 112 1.38 71.8 59.0
Louisiana 4 23,468,222 1.67 7.671 117 1.34 71.9 61.4
Minnesota 2 22,942,021 1.63 7.969 61 1.49 66.3 56.6
North Carolina 6 19,626,784 1.40 8.339 149 1.34 71.5 43.5
Michigan 6 19,194,738 1.37 7.773 117 1.59 69.0 59.0
Virginia 2 18,165,963 1.29 6.890 118 1.50 76.8 66.9
New Jersey 5 16,382,734 1.17 8.075 117 1.41 68.7 57.1
Georgia 5 14,025,900 1.00 8.136 162 1.41 72.1 46.1
Oregon 2 12,989,607 0.92 8.017 115 1.92 63.3 49.2
Illinois 3 11,510,246 0.82 7.540 137 1.82 65.8 46.0
Vermont 2 10,037,801 0.71 8.423 115 1.49 64.5 51.8
Missouri 3 7,828,302 0.56 7.354 142 1.44 65.1 50.6
Connecticut 2 6,939,833 0.49 8.502 171 1.53 71.1 30.2
Idaho 4 5,788,743 0.41 7.820 115 1.53 65.6 53.0
New Hampshire 1 4,689,637 0.33 7.570 117 1.51 79.5 70.5
Mississippi 1 4,649,184 0.33 8.030 118 2.04 65.5 54.1
Iowa 1 4,112,076 0.29 9.830 111 1.36 70.9 57.4
South Carolina 2 4,087,775 0.29 8.265 115 1.42 73.4 66.3
Alabama 1 4,005,987 0.29 8.430 115 1.45 74.2 62.2
Tennessee 1 2,391,260 0.17 7.370 115 1.30 77.1 68.2
Delaware 1 2,117,250 0.15 8.256 114 1.37 74.6 67.4
Montana 1 2,090,058 0.15 8.060 77 1.44 73.1 68.0
Kentucky 1 901,087 0.06 8.520 172 1.39 63.5 27.2
- ------------------- ----------- ----------------- -------------- ----------- ----------------- ----------- ----------- ------------
TOTAL OR WEIGHTED
AVERAGE: 309 $1,404,498,900 100.00% 7.764% 118 1.54x 68.4% 55.8%
=================== =========== ================= ============== =========== ================= =========== =========== ============
</TABLE>
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-10
<PAGE> 13
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
PROPERTY TYPES
<TABLE>
<CAPTION>
- -------------------------- -------- ----------------- ------------- ------------ --------------- ----------- ----------- -----------
PERCENT BY WEIGHTED WEIGHTED
NUMBER AGGREGATE WEIGHTED AVERAGE AVERAGE WEIGHTED
OF AGGREGATE CUT-OFF DATE AVERAGE REMAINING WEIGHTED CUT-OFF AVERAGE
MORTGAGE CUT-OFF DATE BALANCE MORTGAGE TERM TO AVERAGE DATE BALLOON
PROPERTY TYPE LOANS BALANCE (%) RATE (%) MATURITY (MOS) DSCR (x) LTV (%) LTV (%)
- -------------------------- -------- ----------------- ------------- ------------ --------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Retail 88 $366,738,199 26.11 7.873 128 1.46 71.0 55.6
Multifamily 71 349,484,642 24.88 7.368 120 1.54 71.5 59.5
Hospitality 22 221,996,201 15.81 8.143 103 1.63 65.0 54.2
Industrial 65 198,173,801 14.11 7.729 117 1.62 62.8 48.4
Office 37 177,811,662 12.66 7.894 117 1.48 66.8 56.4
Mobile Home Park 6 42,567,077 3.03 7.400 103 1.49 77.0 68.9
Mixed Use 8 25,692,832 1.83 8.379 115 1.46 69.9 60.3
Self Storage 12 22,034,486 1.57 7.657 116 1.96 56.4 46.1
- -------------------------- -------- ----------------- ------------- ------------ --------------- ----------- ----------- -----------
TOTAL OR WEIGHTED AVERAGE: 309 $1,404,498,900 100.00% 7.764% 118 1.54x 68.4% 55.8%
========================== ======== ================= ============= ============ =============== =========== =========== ===========
</TABLE>
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-11
<PAGE> 14
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
MORTGAGE RATES
<TABLE>
<CAPTION>
- --------------------------- ------------ ------------------ -------------- --------- -------------- --------- ----------- ----------
PERCENT BY WEIGHTED WEIGHTED
NUMBER AGGREGATE WEIGHTED AVERAGE AVERAGE WEIGHTED
OF AGGREGATE CUT-OFF DATE AVERAGE REMAINING WEIGHTED CUT-OFF AVERAGE
MORTGAGE CUT-OFF DATE BALANCE MORTGAGE TERM TO AVERAGE DATE BALLOON
MORTGAGE RATE (%) LOANS BALANCE (%) RATE (%) MATURITY (MOS) DSCR (x) LTV (%) LTV (%)
- --------------------------- ------------ ------------------ -------------- --------- -------------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6.501 to 7.000 13 $86,451,375 6.16 6.938 128 1.75 66.5 52.2
7.001 to 7.500 76 412,878,079 29.40 7.262 116 1.59 70.1 59.0
7.501 to 8.000 105 490,103,368 34.90 7.784 114 1.51 68.5 56.0
8.001 to 8.500 79 290,365,208 20.67 8.247 122 1.47 67.1 54.2
8.501 to 9.000 29 108,651,383 7.74 8.711 121 1.53 67.2 51.3
9.001 to 9.500 6 11,937,411 0.85 9.180 131 1.56 61.5 38.1
9.501 to 10.000 1 4,112,076 0.29 9.830 111 1.36 70.9 57.4
- --------------------------- ------------ ------------------ -------------- --------- -------------- --------- ----------- ----------
TOTAL OR WEIGHTED AVERAGE: 309 $1,404,498,900 100.00% 7.764% 118 1.54x 68.4% 55.8%
=========================== ============ ================== ============== ========= ============== ========= =========== ==========
</TABLE>
<TABLE>
<S> <C>
Min: 6.760%
Max: 9.830%
Weighted Average: 7.764%
</TABLE>
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-12
<PAGE> 15
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
ORIGINAL TERMS TO STATED MATURITY
<TABLE>
<CAPTION>
- ------------------------------ ---------- ------------------ ------------ --------- --------------- ---------- ----------- --------
PERCENT BY WEIGHTED WEIGHTED
NUMBER AGGREGATE WEIGHTED AVERAGE AVERAGE WEIGHTED
OF AGGREGATE CUT-OFF DATE AVERAGE REMAINING WEIGHTED CUT-OFF AVERAGE
ORIGINAL TERM TO MORTGAGE CUT-OFF DATE BALANCE MORTGAGE TERM TO AVERAGE DATE BALLOON
STATED MATURITY (MOS) LOANS BALANCE (%) RATE (%) MATURITY (MOS) DSCR (x) LTV (%) LTV (%)
- ------------------------------ ---------- ------------------ ------------ --------- --------------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 to 60 7 $79,138,167 5.63 7.567 56 1.67 63.5 60.0
61 to 120 253 1,195,691,608 85.13 7.770 113 1.53 69.3 59.4
121 to 144 3 8,556,302 0.61 7.830 133 1.31 63.3 35.2
145 to 180 23 55,446,821 3.95 7.812 177 1.52 65.3 34.3
181 to 240 23 65,666,002 4.68 7.829 225 1.54 61.6 5.5
- ------------------------------ ---------- ------------------ ------------ --------- --------------- ---------- ----------- --------
TOTAL OR WEIGHTED AVERAGE: 309 $1,404,498,900 100.00% 7.764% 118 1.54x 68.4% 55.8%
============================== ========== ================== ============ ========= =============== ========== =========== ========
</TABLE>
<TABLE>
<S> <C>
Min: 60
Max: 240
Weighted Average: 122
</TABLE>
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-13
<PAGE> 16
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
REMAINING TERMS TO STATED MATURITY
<TABLE>
<CAPTION>
- --------------------------- ----------- ---------------- ------------ ----------- --------------- ---------- ----------- -----------
PERCENT BY WEIGHTED WEIGHTED
NUMBER AGGREGATE WEIGHTED AVERAGE AVERAGE WEIGHTED
OF AGGREGATE CUT-OFF DATE AVERAGE REMAINING WEIGHTED CUT-OFF AVERAGE
REMAINING TERM TO MORTGAGE CUT-OFF DATE BALANCE MORTGAGE TERM TO AVERAGE DATE BALLOON
STATED MATURITY (MOS) LOANS BALANCE (%) RATE (%) MATURITY (MOS) DSCR (x) LTV (%) LTV (%)
- --------------------------- ----------- ---------------- ------------ ----------- --------------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 to 60 8 $92,065,492 6.56 7.586 56 1.73 60.1 56.6
61 to 84 11 60,380,004 4.30 7.451 78 1.44 75.7 70.8
85 to 120 241 1,122,384,279 79.91 7.788 116 1.53 69.3 59.0
121 to 180 26 64,003,124 4.56 7.814 171 1.49 65.0 34.4
181 to 240 23 65,666,002 4.68 7.829 225 1.54 61.6 5.5
- --------------------------- ----------- ---------------- ------------ ----------- --------------- ---------- ----------- -----------
TOTAL OR WEIGHTED AVERAGE: 309 $1,404,498,900 100.00% 7.764% 118 1.54x 68.4% 55.8%
=========================== =========== ================ ============ =========== =============== ========== =========== ===========
</TABLE>
<TABLE>
<S> <C>
Min: 48
Max: 238
Weighted Average: 118
</TABLE>
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-14
<PAGE> 17
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
ORIGINAL AMORTIZATION TERMS
<TABLE>
<CAPTION>
- --------------------------- ----------- ----------------- ------------- ---------- --------------- --------- ---------- ----------
PERCENT BY WEIGHTED WEIGHTED
NUMBER AGGREGATE WEIGHTED AVERAGE AVERAGE WEIGHTED
OF AGGREGATE CUT-OFF DATE AVERAGE REMAINING WEIGHTED CUT-OFF AVERAGE
ORIGINAL AMORTIZATION MORTGAGE CUT-OFF DATE BALANCE MORTGAGE TERM TO AVERAGE DATE BALLOON
TERM (MOS) LOANS BALANCE (%) RATE (%) MATURITY (MOS) DSCR (x) LTV (%) LTV (%)
- --------------------------- ----------- ----------------- ------------- ---------- --------------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Only 1 $30,000,000 2.14 7.035 58 1.85 60.0 60.4
120 1 1,369,318 0.10 8.140 116 2.84 16.5 0.0
121 to 144 1 2,655,059 0.19 8.130 140 1.32 52.1 0.8
145 to 180 10 18,731,391 1.33 7.974 169 1.61 56.6 2.1
181 to 240 38 128,917,266 9.18 7.954 148 1.55 63.1 29.9
241 to 360 258 1,222,825,865 87.06 7.757 115 1.53 69.5 59.4
- --------------------------- ----------- ----------------- ------------- ---------- --------------- --------- ---------- ----------
TOTAL OR WEIGHTED AVERAGE: 309 $1,404,498,900 100.00% 7.764% 118 1.54x 68.4% 55.8%
=========================== =========== ================= ============= ========== =============== ========= ========== ==========
</TABLE>
<TABLE>
<S> <C>
Min (excl. I/O): 120
Max: 360
Weighted Average (excl. I/O): 321
</TABLE>
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-15
<PAGE> 18
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
DEBT SERVICE COVERAGE RATIOS
<TABLE>
<CAPTION>
- --------------------------- ----------- ----------------- ------------- ---------- --------------- --------- ---------- ----------
PERCENT BY WEIGHTED WEIGHTED
NUMBER AGGREGATE WEIGHTED AVERAGE AVERAGE WEIGHTED
OF AGGREGATE CUT-OFF DATE AVERAGE REMAINING WEIGHTED CUT-OFF AVERAGE
DEBT SERVICE MORTGAGE CUT-OFF DATE BALANCE MORTGAGE TERM TO AVERAGE DATE BALLOON
COVERAGE RATIO (x) LOANS BALANCE (%) RATE (%) MATURITY (MOS) DSCR (x) LTV (%) LTV (%)
- --------------------------- ----------- ----------------- ------------- ---------- --------------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1.00 to 1.14 1 $2,773,999 0.20 8.625 174 1.14 69.3 0.0
1.15 to 1.24 17 77,651,926 5.53 7.954 128 1.21 75.6 59.1
1.25 to 1.34 43 220,574,893 15.70 7.877 126 1.32 73.6 58.0
1.35 to 1.49 90 435,446,299 31.00 7.845 116 1.42 72.3 62.1
1.50 to 1.74 96 444,482,232 31.65 7.672 115 1.59 67.9 54.9
1.75 to 1.99 33 128,969,374 9.18 7.610 119 1.85 57.9 43.8
2.00 and above 29 94,600,177 6.74 7.583 110 2.24 49.0 40.3
- --------------------------- ----------- ----------------- ------------- ---------- --------------- --------- ---------- ----------
TOTAL OR WEIGHTED AVERAGE: 309 $1,404,498,900 100.00% 7.764% 118 1.54x 68.4% 55.8%
=========================== =========== ================= ============= ========== =============== ========= ========== ==========
</TABLE>
<TABLE>
<S> <C>
Min: 1.14x
Max: 2.84x
Weighted Average: 1.54x
</TABLE>
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-16
<PAGE> 19
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
CUT-OFF DATE LOAN-TO-VALUE RATIOS
<TABLE>
<CAPTION>
- -------------------------- ----------- --------------- ------------- ----------- --------------- ---------- ----------- ------------
PERCENT BY WEIGHTED WEIGHTED
NUMBER AGGREGATE WEIGHTED AVERAGE AVERAGE WEIGHTED
OF AGGREGATE CUT-OFF DATE AVERAGE REMAINING WEIGHTED CUT-OFF AVERAGE
CUT-OFF DATE LOAN-TO- MORTGAGE CUT-OFF DATE BALANCE MORTGAGE TERM TO AVERAGE DATE BALLOON
VALUE RATIOS (%) LOANS BALANCE (%) RATE (%) MATURITY (MOS) DSCR (x) LTV (%) LTV (%)
- -------------------------- ----------- --------------- ------------- ----------- --------------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
10.1 to 20.0 1 $1,369,318 0.10 8.140 116 2.84 16.5 0.0
30.1 to 40.0 9 32,023,205 2.28 7.478 98 2.35 39.0 32.4
40.1 to 50.0 18 47,917,410 3.41 7.756 144 1.96 46.7 27.4
50.1 to 60.0 53 178,160,870 12.69 7.667 117 1.79 56.4 42.6
60.1 to 70.0 88 411,750,603 29.32 7.959 115 1.55 66.5 53.6
70.1 to 80.0 133 700,343,319 49.86 7.690 119 1.41 74.9 62.8
80.1 to 90.0 7 32,934,175 2.34 7.693 116 1.39 80.9 71.1
- -------------------------- ----------- --------------- ------------- ----------- --------------- ---------- ----------- -----------
TOTAL OR WEIGHTED AVERAGE: 309 $1,404,498,900 100.00% 7.764% 118 1.54x 68.4% 55.8%
========================== =========== =============== ============= =========== =============== ========== =========== ===========
</TABLE>
<TABLE>
<S> <C>
Min: 16.5%
Max: 85.9%
Weighted Average: 68.4%
</TABLE>
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-17
<PAGE> 20
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
BALLOON LOAN-TO-VALUE RATIOS
<TABLE>
<CAPTION>
- -------------------------- ------------ --------------- ------------- ----------- --------------- ---------- ----------- -----------
PERCENT BY WEIGHTED WEIGHTED
NUMBER AGGREGATE WEIGHTED AVERAGE AVERAGE WEIGHTED
OF AGGREGATE CUT-OFF DATE AVERAGE REMAINING WEIGHTED CUT-OFF AVERAGE
BALLOON LOAN-TO- MORTGAGE CUT-OFF DATE BALANCE MORTGAGE TERM TO AVERAGE DATE BALLOON
VALUE RATIOS (%) LOANS BALANCE (%) RATE (%) MATURITY (MOS) DSCR (x) LTV (%) LTV (%)
- -------------------------- ------------ --------------- ------------- ----------- --------------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0.0 22 $46,999,055 3.35 7.546 210 1.71 57.1 0.0
0.1 to 10.0 9 28,116,850 2.00 8.378 205 1.40 60.5 2.2
20.1 to 30.0 8 16,028,221 1.14 8.000 194 1.57 61.2 24.3
30.1 to 40.0 19 58,809,224 4.19 7.609 109 2.11 45.6 36.2
40.1 to 50.0 54 157,798,180 11.24 7.929 118 1.72 58.4 45.9
50.1 to 60.0 85 411,437,894 29.29 7.894 114 1.55 67.7 56.4
60.1 to 70.0 91 522,456,930 37.20 7.682 111 1.46 72.9 64.4
70.1 to 80.0 21 162,852,545 11.60 7.525 105 1.38 79.2 71.6
- -------------------------- ------------ --------------- ------------- ----------- --------------- ---------- ----------- -----------
TOTAL OR WEIGHTED AVERAGE: 309 $1,404,498,900 100.00 7.764% 118 1.54x 68.4% 55.8%
========================== ============ =============== ============= =========== =============== ========== =========== ===========
</TABLE>
<TABLE>
<S> <C>
Min: 0.0%
Max: 76.4%
Weighted Average: 55.8%
</TABLE>
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-18
<PAGE> 21
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
BALLOON LOANS
<TABLE>
<CAPTION>
- --------------------------- -------------- ------------------ ------------- --------- -------------- -------- ----------- --------
PERCENT BY WEIGHTED WEIGHTED
NUMBER AGGREGATE WEIGHTED AVERAGE AVERAGE WEIGHTED
OF AGGREGATE CUT-OFF DATE AVERAGE REMAINING WEIGHTED CUT-OFF AVERAGE
MORTGAGE CUT-OFF DATE BALANCE MORTGAGE TERM TO AVERAGE DATE BALLOON
BALLOON LOANS LOANS BALANCE (%) RATE (%) MATURITY (MOS) DSCR (x) LTV (%) LTV (%)
- --------------------------- -------------- ------------------ ------------- --------- -------------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Yes 278 $1,329,382,995 94.65 7.758 113 1.54 69.0 58.9
No 31 75,115,905 5.35 7.857 208 1.59 58.4 0.8
- --------------------------- -------------- ------------------ ------------- --------- -------------- -------- ----------- --------
TOTAL OR WEIGHTED AVERAGE: 309 $1,404,498,900 100.00% 7.764% 118 1.54x 68.4% 55.8%
=========================== ============== ================== ============= ========= ============== ======== =========== ========
</TABLE>
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-19
<PAGE> 22
$1,267,560,000 (APPROXIMATE)
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-WF1
PREPAYMENT RESTRICTION ANALYSIS
<TABLE>
<CAPTION>
PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION
ASSUMING NO PREPAYMENTS
- -------------------------------------------------------------------------------------------------------------------------------
CURRENT 12 MO. 24 MO. 36 MO. 48 MO. 60 MO. 72 MO. 84 MO. 96 MO.
------- ------ ------ ------ ------ ------ ------ ------ ------
PREPAYMENT RESTRICTION
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Locked Out 100.00% 100.00% 92.50% 48.11% 39.55% 2.74% 1.54% 1.08% 0.48%
Yield Maintenance 0.00% 0.00% 7.16% 48.93% 57.50% 93.42% 94.34% 95.73% 96.37%
Penalty Points
5.00% and greater 0.00% 0.00% 0.34% 2.10% 0.34% 0.98% 0.29% 0.30% 0.29%
4.00% to 4.99% 0.00% 0.00% 0.00% 0.85% 1.93% 0.29% 0.86% 0.17% 0.15%
3.00% to 3.99% 0.00% 0.00% 0.00% 0.00% 0.68% 1.85% 1.09% 1.73% 1.01%
2.00% to 2.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.73% 0.88% 0.11% 0.71%
1.00% to 1.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.37% 0.90% 0.99%
Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.64% 0.00% 0.00%
- -------------------------------------------------------------------------------------------------------------------------------
TOTALS 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Mortgage Pool Balance
Outstanding (in millions) $1,404.50 $1,386.78 $1,367.64 $1,346.94 $1,317.60 $1,214.59 $1,178.01 $1,108.73 $1,081.10
--------- --------- --------- --------- --------- --------- --------- --------- ---------
% of Initial Pool Balance 100.00% 98.74% 97.38% 95.90% 93.81% 86.48% 83.87% 78.94% 76.97%
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------
108 MO. 120 MO.
------- -------
PREPAYMENT RESTRICTION
<S> <S> <C>
Locked Out 0.45% 0.00%
Yield Maintenance 81.08% 89.89%
Penalty Points
5.00% and greater 0.28% 0.00%
4.00% to 4.99% 0.00% 0.00%
3.00% to 3.99% 1.14% 4.49%
2.00% to 2.99% 0.00% 5.61%
1.00% to 1.99% 1.69% 0.00%
Open 15.36% 0.00%
- ---------------------------------------------------
TOTALS 100.00% 100.00%
Mortgage Pool Balance
Outstanding (in millions) $1,048.62 $88.19
--------- ------
% of Initial Pool Balance 74.66% 6.28%
</TABLE>
Notes: (1) Four of the Mortgage Loans (1.23% of the Cut-Off Date
Balance) allow 10% annual partial voluntary principal
prepayment without restrictions.
(2) For purposes of the table, the amortization schedules of
the Mortgage Loans are calculated as though all Mortgage
Loans accrue interest on the basis of a 360-day year
consisting of twelve 30-day months.
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 hrein. It has been prepared solely
for information purposes and is not an offer to buy or sell or a solicitation of
an offer to buy 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 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.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
T-20
