<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 4, 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) 761-7400
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Exhibit Index Located on Page 2
<PAGE> 2
Items 1 through 4 and Item 6 are not included because they are not applicable.
Item 5. Other Events.
It is expected that on or about March 5, 1998, a single series of
certificates, entitled Morgan Stanley Capital I Inc., Commercial Mortgage
Pass-Through Certificates, Series 1998-WF1 (the "Certificates"), will be issued
pursuant to a pooling and servicing agreement, to be entered into by and among
Morgan Stanley Capital I Inc. (the "Registrant"), Wells Fargo Bank, National
Association, as master servicer, CRIIMI MAE Services Limited Partnership, as
special servicer, LaSalle National Bank, as trustee and ABN AMRO Bank N.V., as
fiscal agent. Certain classes of the Certificates (the "Offered Certificates"),
which are registered under the Registrant's registration statement on Form S-3
(no. 333-45467), will be sold to Morgan Stanley & Co. Incorporated, Bear,
Stearns & Co. Inc. and Deutsche Morgan Grenfell Inc. (collectively, the
"Underwriters") pursuant to an underwriting agreement entered into by and
between the Registrant and the Underwriters.
In connection with the expected sale of the Offered Certificates, the
Underwriters have advised the Registrant that they have furnished to prospective
investors "Computational Materials" (as defined in the no-action letter dated
February 17, 1995 issued by the Division of Corporation Finance of the
Commission to the Public Securities Association), attached hereto as Exhibit
99.1 and 99.2.
The Computational Materials attached hereto have been prepared and provided
to the Registrant by the respective Underwriters. The information in such
Computational Materials is preliminary and will be superseded by the final
Prospectus Supplement relating to the Offered Certificates and by any other
information subsequently filed with the Commission.
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 Computational Materials prepared by Morgan Stanley & Co.
Incorporated. (Note 1)
99.2 Computational Materials prepared by Bear, Stearns & Co.
Inc. (Note 1)
Note(1): Previously filed under cover of Form SE
pursuant to and under Rule 311 of Regulation S-T.
</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/ James Flaum
------------------------------
Name: James Flaum
Title: Vice President
Dated: March 4, 1998
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. PAGE NO.
- ----------- --------
<S> <C> <C>
99.1 Computational Materials prepared P
by Morgan Stanley & Co.
Incorporated
99.2 Computational Materials prepared P
by Bear, Stearns & Co., Inc.
</TABLE>
