MORGAN STANLEY CAPITAL I INC
8-K, 1999-03-03
ASSET-BACKED SECURITIES
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                       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, 1999

                          MORGAN STANLEY CAPITAL I INC.
                          -----------------------------
                          (Exact name of registrant as
                            specified in its charter)

            DELAWARE                  333-62911               13-3291626
  ----------------------------      -------------        ----------------------
  (State or other Jurisdiction       (Commission           (I.R.S. Employer
         Incorporation)              File Number)        Identification Number)

                              ---------------------

                                  1585 Broadway
                            New York, New York 10036
                          (principal executive offices)
                                 (212) 761-4000

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<PAGE>




Item 5.  OTHER EVENTS

     Description of the Certificates

     Morgan Stanley Capital I Inc. (the "Depositor") will cause to be filed with
the Securities and Exchange Commission (the "Commission") pursuant to the
Commission's Rule 424 a Prospectus Supplement and the Prospectus filed as part
of Registration Statement, File No. 333-62911, in connection with the
Depositor's issuance of a series of certificates, entitled Commercial Mortgage
Pass-Through Certificates, Series 1999-RM1 (the "Certificates"), to be issued
pursuant to a pooling and servicing agreement among the Depositor, AMRESCO
Services, L.P., as master servicer, Banc One Mortgage Capital Markets, LLC, as
special servicer, LaSalle National Bank, as Trustee and ABN AMRO Bank, N.V., as
fiscal agent.

     Computational Materials

     Morgan Stanley & Co. Incorporated as Underwriter of certain of the
Certificates (the "Underwriter") has provided certain prospective purchasers of
the Class A1, Class A2, Class B, Class C, Class D, Class E and Class F
Certificates (collectively, the "Offered Certificates") with certain yield
tables and other computational materials, collateral term sheets and structural
term sheets (the "Computational Materials") in written form, which Computational
Materials are in the nature of data tables and term sheet information relating
to the assets of the trust fund in which the Certificates represent beneficial
ownership, the structure of the Certificates and terms of certain classes of
Certificates, and the hypothetical characteristics and hypothetical performance
of certain classes and Certificates based on collateral information provided by
Residential Funding Corporation, Wachovia Bank, National Association and/or
Morgan Stanley Mortgage Capital Inc. and under certain assumptions and
scenarios.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Not applicable

     (b)  Not applicable

     (c)  Exhibits

EXHIBIT NO. 99 DESCRIPTION

     Computational Materials (as defined in Item 5) that have been provided by
the Underwriter to certain prospective purchasers of the Offered Certificates.


                                       1

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:  March 3, 1999

MORGAN STANLEY CAPITAL I INC.

By:    /s/ Andrew Berman
    ----------------------
    Name:  Andrew Berman
    Title: Vice President



                                      2
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:  March 3, 1999

MORGAN STANLEY CAPITAL I INC.

By:    /s/ Andrew Berman
    ----------------------
    Name:  Andrew Berman
    Title: Vice President


                                       3



<TABLE>
<CAPTION>

CDPROPNAME                              ADOPSTATE   CDPROPERTY    RTCURR    LTVCURR    DSCR    BALCURR
<S>                                     <C>         <C>           <C>       <C>        <C>     <C>          
Key West Hilton Resort                  FL          Hospitality   7.255     67.5       1.52    36,790,447.06
Lancaster Commerce Center               CA          Retail        6.940     78.5       1.27    28,884,160.23
Cupertino Village Shopping Center       CA          Retail        7.210     74.4       1.29    21,152,666.22
Metro Pike Center                       MD          Retail        7.400     74.2       1.27    15,140,543.58
Hawthorne Woods                         GA          Multifamily   6.900     79.6       1.42    12,927,771.37
Sybase Building                         CO          Office        7.150     76.2       1.20    12,878,712.91
Alexandria Courthouse Marriott Hotel    VA          Hospitality   8.090     66.9       1.47    12,710,162.20
Heritage House                          TN          Multifamily   6.950     79.6       1.38    11,934,054.26
Spanish Trace East Apartments           GA          Multifamily   6.930     79.5       1.52    11,448,024.54
Four Allegheny Office Center            PA          Office        7.550     48.7       1.80    10,470,871.50

</TABLE>



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