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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): June 16, 1999
MORGAN STANLEY CAPITAL I INC.
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(Exact name of registrant as specified in its charter)
Delaware 333-45467 13-3291626
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1585 Broadway
New York, New York 10036
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (212) 703-4000
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Item 5. Other Events.
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Filing of Certain Materials
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Pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended,
concurrently with, or subsequent to, the filing of this Current Report on Form
8-K (the "Form 8-K"), Morgan Stanley Capital I Inc. (the "Company") is filing
a prospectus and a prospectus supplement with the Securities and Exchange
Commission (the "Commission") relating to its Banc One Financial Services Home
Equity Loan Trust 1999-2, Home Equity Loan Asset Backed Certificates, Series
1999-2 (the "Certificates").
Incorporation of Certain Documents by Reference
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The consolidated financial statements of Ambac Assurance Corporation and
subsidiaries as of December 31, 1998 and December 31, 1997, and for each of
the years in the three-year period ended December 31, 1998, included in the
Annual Report on Form 10-K of Ambac Financial Group, Inc. (which was filed
with the Securities and Exchange Commission on March 30, 1999) and the
unaudited consolidated financial statements of Ambac Assurance Corporation and
subsidiaries as of March 31, 1999, and for the periods ended March 31, 1999
and March 31, 1998, included in the Quarterly Report on Form 10-Q of Ambac
Financial Group, Inc. for the period ended March 31, 1999 (which was filed
with the Securities and Exchange Commission on May 12, 1999) are hereby
incorporated by reference in (i) this Current Report on Form 8-K; (ii) the
prospectus; and (iii) the prospectus supplement for Banc One Financial
Services Home Equity Loan Trust 1999-2, Home Equity Loan Asset Backed
Certificates, Series 1999-2, and shall be deemed to be part hereof and
thereof.
In connection with the issuance of the Certificates, the Company is
filing herewith the consent of KPMG LLP ("KPMG") to the use of their name and
the incorporation by reference of their report in the Prospectus relating to
the issuance of the Certificates. The consent of KPMG is attached hereto as
Exhibit 23.1
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* Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the prospectus dated March 25, 1998 and the
prospectus supplement dated June 10, 1999 (collectively, the "Prospectus"), of
Morgan Stanley Capital I Inc., relating to its Banc One Financial Services
Home Equity Loan Trust 1999-2, Home Equity Loan Asset Backed Certificates,
Series 1999-2.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
23.1 Consent of KPMG
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MORGAN STANLEY CAPITAL I INC.
By: /s/ Sanjeev Khanna
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Name: Sanjeev Khanna
Title: Principal
Dated: June 10, 1999
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Exhibit Index
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Exhibit
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23.1 Consent of KPMG
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Ambac Assurance Corporation:
We consent to the incorporation by reference in the registration
statement (No. 333-45467) of Morgan Stanley Capital I Inc. (the
"Registrant") and the prospectus supplement of the Registrant (the
"Prospectus Supplement"), via the Form 8-K of the Registrant dated
June 16, 1999, of our report dated January 27, 1999 on the
consolidated financial statements of Ambac Assurance Corporation and
subsidiaries as of December 31, 1998 and December 31, 1997, and for
the three-year period ended December 31, 1998, which report appears
in the Form 10-K of Ambac Financial Group, Inc. which was filed with
the Securities and Exchange Commission on March 30, 1999, and to the
reference to our firm under the heading "Experts" in the Prospectus
Supplement.
/s/ KPMG LLP
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New York, New York
June 16, 1999
