<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): February 2, 1999
Morgan Stanley Capital I Inc. (as depositor under a Pooling and Servicing
Agreement to be dated as of February 1, 1999 providing for, inter alia, the
issuance of Commercial Mortgage Pass-Through Certificates, Series 1999-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
1999-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: February 2, 1999
<PAGE> 1
Exhibit 99.1
ABS Term Sheet
<PAGE> 2
- --------------------------------------------------------------------------------
MORGAN STANLEY [MORGAN STANLEY DEAN WITTER LOGO] February 1, 1999
Real Estate Debt Capital Markets
Mortgage Capital Markets
- --------------------------------------------------------------------------------
CMBS NEW ISSUE
PRELIMINARY TERM SHEET
------------------------------------------
EXPECTED PRICING DATE: FEBRUARY 11, 1999
------------------------------------------
$893,452,000
(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
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-WF1
------------------------------------------
MORGAN STANLEY DEAN WITTER
GOLDMAN, SACHS & CO.
NORWEST INVESTMENT SERVICES, 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, Goldman,
Sachs & Co. and Norwest Investment Services, Inc. (collectively the
"Underwriters") disclaim 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. The Underwriters and others
associated with them 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. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's 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. Morgan Stanley recommends that such readers 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
$893,452,000 (APPROXIMATE)
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-WF1
TRANSACTION HIGHLIGHTS
- This transaction is the fifth joint securitization by Wells Fargo Bank,
NA ("Wells Fargo") and Morgan Stanley Mortgage Capital ("MSMC").
Transactions have ranged in size from $600MM to $1.3Bn.
- The collateral for this transaction consists of 274 Mortgage Loans with
a Cut-Off Date Balance of $968,511,922.
- Property Type Diversification: Multifamily (30.7%), Retail (24.3%),
Industrial (16.9%), Office (13.0%), Hospitality (9.0%), Other (2.2%),
Mobile Home Park (2.1%) and Self Storage (1.8%).
- Loan Diversification: The largest loan equals 4.3% of the initial pool
balance and the average loan balance is $3.5MM.
- Call Protection: 100% of the loans are call protected; 99.2% of the
Mortgage loans provide for an initial lockout period followed by either
defeasance (57.7%), yield maintenance (25.6%) or an option allowing the
borrower to choose either defeasance or yield maintenance (15.9%).
- Updated loan information will be part of the monthly remittance report
in addition to detailed payment and delinquency information. Updated
property operating and occupancy information, to the extent delivered
by borrowers, will be available to Certificateholders.
- Cash flows will be modeled by TREPP and will be available on BLOOMBERG.
<TABLE>
<CAPTION>
DSCR LTV
---- -----
<S> <C> <C>
MSCI 1996-WF1 1.47x 64.9%
MSCI 1997-WF1 1.43x 68.1%
MSCI 1998-WF1 1.54x 68.4%
MSCI 1998-WF2 1.57x 66.6%
MSCI 1999-WF1 1.63x 64.9%
</TABLE>
<TABLE>
<CAPTION>
No. of Principal
Loans Balance ($MM)
------ -------------
<S> <C> <C>
MSCI 1996-WF1 148 $ 605.3
MSCI 1997-WF1 132 $ 559.1
MSCI 1998-WF1 306 $1,392.2
MSCI 1998-WF2 226 $ 1,062
MSCI 1999-WF1 274 $ 968.5
</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 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, Goldman,
Sachs & Co. and Norwest Investment Services, Inc. (collectively the
"Underwriters") disclaim 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. The Underwriters and others
associated with them 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. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's 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. Morgan Stanley recommends that such readers 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> 4
$893,452,000 (APPROXIMATE)
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-WF1
OFFERED CERTIFICATES
<TABLE>
<CAPTION>
- ------------- ------------------ ---------------- -------------- -------------- -------------- ----------------- -------------------
RATING EXPECTED FINAL INITIAL
AMOUNT(1) SUBORDINATION (DCR/ AVERAGE PRINCIPAL DISTRIBUTION PASS-THROUGH
CLASS ($MM) LEVELS MOODY'S) LIFE(2) WINDOW(2)(3) DATE(3) RATE(4) (5)
- ------------- ------------------ ---------------- -------------- -------------- -------------- ----------------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A-1 269,000,000 23.00% AAA/Aaa 5.50 1-110 4/15/08 [5.72%]
- ------------- ------------------ ---------------- -------------- -------------- -------------- ----------------- -------------------
A-2 476,754,000 23.00 AAA/Aaa 9.38 110-115 9/15/08 [6.03]
- ------------- ------------------ ---------------- -------------- -------------- -------------- ----------------- -------------------
B 48,425,000 18.00 AA/Aa2 9.61 115-116 10/15/08 [6.18]
- ------------- ------------------ ---------------- -------------- -------------- -------------- ----------------- -------------------
C 43,583,000 13.50 A/A2 9.64 116-116 10/15/08 [6.47]
- ------------- ------------------ ---------------- -------------- -------------- -------------- ----------------- -------------------
D 9,685,000 12.50 A-/A3 9.64 116-116 10/15/08 NWAC - [0.38]
- ------------- ------------------ ---------------- -------------- -------------- -------------- ----------------- -------------------
E 29,056,000 9.50 BBB/Baa2 9.69 116-117 11/15/08 NWAC - [0.03]
- ------------- ------------------ ---------------- -------------- -------------- -------------- ----------------- -------------------
F 16,949,000 7.75 BBB-/NR 10.48 117-138 8/15/10 NWAC - [0.03]
- ------------- ------------------ ---------------- -------------- -------------- -------------- ----------------- -------------------
</TABLE>
PRIVATE CERTIFICATES
<TABLE>
<CAPTION>
- ------------- ------------------ ---------------- -------------- -------------- -------------- ----------------- -------------------
RATING EXPECTED FINAL INITIAL
AMOUNT(1) SUBORDINATION (DCR/ AVERAGE PRINCIPAL DISTRIBUTION PASS-THROUGH
CLASS ($MM) LEVELS MOODY'S) LIFE(2) WINDOW(2)(3) DATE(3) RATE(4) (5)
- ------------- ------------------ ---------------- -------------- -------------- -------------- ----------------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C>
G-O 75,059,922 -- -- -- -- -- [5.72%]
- ------------- ------------------ ---------------- -------------- -------------- -------------- ----------------- -------------------
X Notional -- AAA/Aaa 8.80 -- 10/15/18 Variable Rate
- ------------- ------------------ ---------------- -------------- -------------- -------------- ----------------- -------------------
</TABLE>
Notes: (1) In the case of each such Class, subject to a permitted
variance of plus or minus 5%. The Class X Notional Amount is
equal to the sum of all Certificate Balances outstanding from
time to time.
(2) In years, based on Maturity Assumptions and a 0% CPR as
described in the Prospectus Supplement.
(3) 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 and a 0% CPR as described in the
Prospectus Supplement.
(4) Other than the Class D, Class E and Class F 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.
(5) The pass-through rates shown are only for indicative purposes.
The final pass-through rates will be determined at pricing.
T-1
- --------------------------------------------------------------------------------
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, Goldman,
Sachs & Co. and Norwest Investment Services, Inc. (collectively the
"Underwriters") disclaim 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. The Underwriters and others
associated with them 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. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's 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. Morgan Stanley recommends that such readers 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> 5
$893,452,000 (APPROXIMATE)
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-WF1
I. ISSUE CHARACTERISTICS
Issue Type: Public: Class A-1, A-2, B, C, D, E and F
(the "Offered Certificates")
Private (Rule 144A): Class X, G, H, J, K, L,
M, N and O
Securities Offered: $893,452,000 monthly pay, multi-class
sequential pay commercial mortgage REMIC
Pass-Through Certificates, including four
fixed-rate principal and interest classes
(A-1, A-2, B and C) and three weighted
average coupon principal and interest
classes (D, E and F).
Collateral: The collateral consists of a $968,511,922
pool of fixed-rate commercial and
multifamily Mortgage Loans
Sellers: Wells Fargo Bank, National Association and
Morgan Stanley Mortgage Capital Inc.
Lead Manager: Morgan Stanley & Co. Incorporated
Co-Managers: Goldman, Sachs & Co.
Norwest Investment Services, Inc.
Master Servicer: Wells Fargo Bank, National Association
Special Servicer: GMAC Commercial Mortgage Corporation
Trustee/Fiscal Agent: LaSalle National Bank/ABN AMRO Bank N.V.
Expected Pricing Date: On or about February 11, 1999
Expected Closing Date: On or about February 25, 1999
Distribution Dates: The 15th of each month, commencing March 15,
1999
Cut-Off Date: February 1, 1999
Minimum Denominations: $25,000 for Class A Certificates; $100,000
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 and A-2 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.
T-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, Goldman,
Sachs & Co. and Norwest Investment Services, Inc. (collectively the
"Underwriters") disclaim 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. The Underwriters and others
associated with them 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. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's 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. Morgan Stanley recommends that such readers 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> 6
$893,452,000 (APPROXIMATE)
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-WF1
II. STRUCTURE CHARACTERISTICS
The Offered Certificates (other than the Class D, E and F Certificates) are
fixed-rate, monthly pay, multi-class, sequential pay REMIC Pass-Through
Certificates. The Class D, E and F Certificates are weighted average coupon
REMIC Pass-Through Certificates. The Class X Certificates are variable rate
interest only REMIC Pass-Through Certificates. All Classes of Certificates
derive their cash flows from the entire pool of Mortgage Loans.
<TABLE>
<CAPTION>
Class X(1)
----------
<S> <C> <C>
Class A-1 AAA/Aaa $269.0MM
[5.72%]
Class A-2 AAA/Aaa $476.7MM
[6.03%]
Class B AA/Aa2 $ 48.4MM
[6.18%]
Class C A/A2 $ 43.5MM
[6.47%]
Class D A-/A3 $ 9.6MM
NWAC - [0.38%]
Class E BBB/Baa2 $ 29.0MM
NWAC - [0.03%]
Class F BBB-/NR $ 16.9MM
NWAC - [0.03%]
Classes G - O -- $ 75.0MM
[5.72%]
</TABLE>
Note: (1) Class X is entitled to interest (on a notional amount equal
to the aggregate pool balance) at the weighted average Class X
Strip Rates for the respective classes of Principal Balance
Certificates. The Class X Strip Rate for each such class for any
Distribution Date is equal to the NWAC minus the Pass-Through
Rate for such class and such Distribution Date.
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 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, Goldman,
Sachs & Co. and Norwest Investment Services, Inc. (collectively the
"Underwriters") disclaim 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. The Underwriters and others
associated with them 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. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's 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. Morgan Stanley recommends that such readers 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> 7
$893,452,000 (APPROXIMATE)
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-WF1
[BAR CHART SHOWING PAYMENT SEQUENCE AND ALLOCATION OF
LOSSES AMONG THE VARIOUS CLASSES OF CERTIFICATES]
Notes: (1) The class A-1, A-2 and X certificates will be paid interest on a
pro rata basis.
(2) The above analysis is based on the Maturity Assumptions and a 0%
CPR as described in the Prospectus Supplement.
T-4
- --------------------------------------------------------------------------------
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, Goldman,
Sachs & Co. and Norwest Investment Services, Inc. (collectively the
"Underwriters") disclaim 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. The Underwriters and others
associated with them 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. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's 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. Morgan Stanley recommends that such readers 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> 8
$893,452,000 (APPROXIMATE)
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-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: [5.72%]
Class A-2: [6.03%]
Class B: [6.18%]
Class C: [6.47%]
Class D: NWAC - [0.38%]
Class E: NWAC - [0.03%]
Class F: NWAC - [0.03%]
Classes G-O: [5.72%]
Class X: See Note on page T-3
The Pass-Through Rate for each class of
Principal Balance Certificates for any
Distribution Date will not exceed the
Weighted Average Net Mortgage Rate ("NWAC")
for such Distribution Date.
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 O 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 The holders of each Class of Principal
Allocation: Certificates (other than an excluded class
as defined below) then entitled to
distributions of principal on such
distribution date will be entitled to an
aggregate amount (allocable on a pro-rata
basis if there is more than one Class of
Principal Balance Certificates entitled to a
distribution of principal) equal to the
lesser of (a) such Prepayment Premium and
(b) such Prepayment Premium multiplied by a
fraction, the numerator of which is equal to
the excess, if any, of the Pass-Through Rate
applicable to the most senior of such
Classes of Principal Balance Certificates
then outstanding (or, in the case of two
Classes of Class A Certificates, the one
with the earlier payment priority), over the
relevant Discount Rate (as defined in the
Prospectus Supplement), and the denominator
of which is equal to the excess, if any, of
the Mortgage Rate of the Mortgage Loan that
prepaid, over the relevant Discount Rate.
The portion, if any, of the Prepayment
Premium remaining after such payments to the
holders of the Principal Balance
Certificates will be distributed to the
holders of the Class X Certificates. For the
purposes of the foregoing, the classes G, H,
J, K, L, M, N and O are the excluded
classes.
T-5
- --------------------------------------------------------------------------------
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, Goldman,
Sachs & Co. and Norwest Investment Services, Inc. (collectively the
"Underwriters") disclaim 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. The Underwriters and others
associated with them 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. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's 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. Morgan Stanley recommends that such readers 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> 9
$893,452,000 (APPROXIMATE)
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-WF1
Credit Enhancement: Each Class of Certificates (other than
Classes A-1, A-2 and X) will be subordinate
to all other Classes with an earlier
alphabetical Class designation.
Advancing: The Master Servicer and the Trustee (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.
Realized Losses and Expense Realized Losses and Expense Losses, if any,
Losses: will be allocated to the Class O, Class N,
Class M, 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 the amount 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 advise the Special
Servicer with respect to certain actions
regarding 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 25% of the initial Certificate Balance
of such Class, the next most subordinate
Class of Principal Balance Certificates.
T-6
- --------------------------------------------------------------------------------
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, Goldman,
Sachs & Co. and Norwest Investment Services, Inc. (collectively the
"Underwriters") disclaim 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. The Underwriters and others
associated with them 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. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's 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. Morgan Stanley recommends that such readers 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> 10
$893,452,000 (APPROXIMATE)
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-WF1
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.
Optional Termination: The Depositor, then the Master Servicer,
then the Special Servicer and then the
holder of a majority of the R-I 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.
T-7
- --------------------------------------------------------------------------------
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, Goldman,
Sachs & Co. and Norwest Investment Services, Inc. (collectively the
"Underwriters") disclaim 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. The Underwriters and others
associated with them 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. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's 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. Morgan Stanley recommends that such readers 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> 11
$893,452,000 (APPROXIMATE)
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-WF1
III. ORIGINATORS Wells Fargo Bank, N.A.
The Mortgage Pool includes 202 Mortgage Loans,
representing approximately 60.7% of the Initial Pool
Balance, originated by Wells Fargo Bank, 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, 1998 and for the year
ended December 31, 1997, Wells Fargo & Company
reported, on a consolidated basis, net income of
$1,950MM and $2,499MM, respectively.
As of December 31, 1998 and as of December 31, 1997
Wells Fargo & Company reported, on a consolidated
basis, total assets of $202.5Bn and $185.7Bn,
respectively and total capital (Tier 1 & 2) of
$10.9Bn and $11.2Bn, respectively.
As of December 31, 1998 Wells Fargo and its
subsidiaries serviced a portfolio of multifamily and
commercial mortgage loans totaling approximately
$25.9Bn, of which $5.4Bn was for third parties.
On November 2, 1998, the former Wells Fargo Company
merged with WFC Holding Corporation, a wholly owned
subsidiary of Norwest Corporation. In connection with
such merger, Norwest Corporation changed its name to
Wells Fargo & Company. Such merger was accounted for
as a pooling of interests. The total assets, total
capital and net income indicated above for Well Fargo
& Company reflect the consolidated assets, capital
and income of such merged companies for the periods
set forth above.
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.
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. Wells Fargo has
completed five previous conduit securitizations.
Morgan Stanley Mortgage Capital Inc.
The Mortgage Pool includes 72 Mortgage Loans,
representing approximately 39.3% of the Initial Pool
Balance, which were 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.
T-8
- --------------------------------------------------------------------------------
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, Goldman,
Sachs & Co. and Norwest Investment Services, Inc. (collectively the
"Underwriters") disclaim 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. The Underwriters and others
associated with them 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. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's 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. Morgan Stanley recommends that such readers 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> 12
$893,452,000 (APPROXIMATE)
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-WF1
IV. COLLATERAL DESCRIPTION
Summary: The Mortgage Pool consists of a $968,511,922 pool of
274 fixed-rate, first lien, mortgage loans secured by
first liens on commercial and multifamily properties
located throughout 29 states. As of the Cut-Off Date,
the Mortgage Loans have a weighted average mortgage
rate of 7.067% and a weighted average remaining term
to maturity of 122 months. See the Appendices to the
Prospectus Supplement for more detailed collateral
information.
Seismic Review Process: For loans originated by Wells Fargo, loan requests
secured by properties located in California are
screened using a seismic software system to perform a
preliminary probable maximum loss ("PML") analysis.
Properties with any one of the following
characteristics are subject to a third party seismic
survey performed by an approved seismic engineering
firm: a property with a preliminary PML over 20%, a
loan of more than $10,000,000, a property located in
an Alquist Priolo Zone, a property of three or more
stories, a property constructed of non-reinforced
masonry, a property found to exhibit indications of
significant seismic stress during the completion of
the property condition assessment or a property
located in a county having special inspection or
retrofit requirements.
For loans originated by MSMC, all loan requests
secured by properties in California are subject to a
third party seismic report.
Generally, any proposed loan originated by Wells
Fargo or MSMC as to which the property was estimated
to have a PML in excess of 20% of the estimated
replacement cost would either be subject to a lower
loan-to-value limit at origination, be conditioned on
seismic upgrading, be conditioned on satisfactory
earthquake insurance or be declined.
This portfolio contains 20 Mortgage Loans,
representing 10.6% of the pool, that have PMLs in
excess of 20% and are subject to the above stated
mitigants.
GEOGRAPHIC DISTRIBUTION
<TABLE>
<S> <C>
AK 0.37%
AZ 4.41%
CA 45.59%
CO 4.18%
CT 0.59%
DE 0.43%
FL 3.38%
GA 4.74%
ID 0.20%
IL 5.88%
IN 0.63%
KS 0.35%
MA 1.74%
MD 2.70%
MI 0.72%
NC 0.10%
NJ 0.41%
NV 1.58%
NY 0.59%
OH 0.86%
OK 1.06%
OR 1.77%
PA 0.63%
SC 0.15%
TX 10.86%
UT 1.40%
VA 1.07%
WA 2.57%
WI 1.05%
</TABLE>
T-9
- --------------------------------------------------------------------------------
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, Goldman,
Sachs & Co. and Norwest Investment Services, Inc. (collectively the
"Underwriters") disclaim 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. The Underwriters and others
associated with them 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. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's 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. Morgan Stanley recommends that such readers 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> 13
$893,452,000 (APPROXIMATE)
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-WF1
<TABLE>
<CAPTION>
SELLERS
- ----------------------------------------------------------------
NO. CUT-OFF DATE %
OF PRINCIPAL OF
LOANS BALANCE POOL
- ----------------------------------------------------------------
<S> <C> <C> <C>
Wells Fargo 202 587,870,511 60.70
Morgan Stanley 72 380,641,411 39.30
- ----------------------------------------------------------------
TOTAL: 274 968,511,922 100.00
- ----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CUT-OFF DATE BALANCES ($)
- ----------------------------------------------------------------
NO. CUT-OFF DATE %
OF PRINCIPAL OF
LOANS BALANCE POOL
- ----------------------------------------------------------------
<S> <C> <C> <C>
<= 1MM 50 39,411,512 4.07
1MM - 2MM 81 116,334,697 12.01
2MM - 3MM 42 103,017,431 10.64
3MM - 4MM 34 117,016,226 12.08
4MM - 5MM 16 73,743,162 7.61
5MM - 6MM 14 77,972,519 8.05
6MM - 7MM 9 57,526,269 5.94
7MM - 8MM 7 52,498,548 5.42
8MM - 9MM 6 50,860,263 5.25
9MM - 10MM 2 19,832,806 2.05
10MM - >= 13 260,298,489 26.87
- ----------------------------------------------------------------
TOTAL: 274 968,511,922 100.00
- ----------------------------------------------------------------
Min: 317,728 Max: 41,232,654 Average: 3,534,715
- ----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
STATES
- ----------------------------------------------------------------
NO. CUT-OFF DATE %
OF PRINCIPAL OF
LOANS BALANCE POOL
- ----------------------------------------------------------------
<S> <C> <C> <C>
California 140 441,499,972 45.59
Texas 32 105,159,866 10.86
Illinois 6 56,964,719 5.88
Georgia 5 45,888,047 4.74
Arizona 7 42,762,844 4.42
Other 84 276,236,474 28.51
- ----------------------------------------------------------------
TOTAL: 274 968,511,922 100.00
- ----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PROPERTY TYPE
- ----------------------------------------------------------------
NO. CUT-OFF DATE %
OF PRINCIPAL OF
LOANS BALANCE POOL
- ----------------------------------------------------------------
<S> <C> <C> <C>
Multifamily 86 297,627,262 30.73
Retail 52 235,072,705 24.27
Industrial 74 163,796,815 16.91
Office 36 125,831,434 12.99
Hospitality 6 87,639,765 9.05
Other 6 21,021,513 2.17
Mobile Home Park 6 20,056,298 2.07
Self Storage 8 17,466,131 1.80
- ----------------------------------------------------------------
TOTAL: 274 968,511,922 100.00
- ----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MORTGAGE RATES (%)
- ----------------------------------------------------------------
NO. CUT-OFF DATE %
OF PRINCIPAL OF
LOANS BALANCE POOL
- ----------------------------------------------------------------
<S> <C> <C> <C>
6.001 - 7.000 114 433,730,598 44.79
7.001 - 8.000 155 521,043,835 53.80
8.001 - 9.000 5 13,737,489 1.42
- ----------------------------------------------------------------
TOTAL: 274 968,511,922 100.00
- ----------------------------------------------------------------
Min: 6.240 Max: 8.750 WAC: 7.067
- ----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL TERMS TO STATED MATURITY (MOS)
- ----------------------------------------------------------------
NO. CUT-OFF DATE %
OF PRINCIPAL OF
LOANS BALANCE POOL
- ----------------------------------------------------------------
<S> <C> <C> <C>
<= 60 3 38,652,722 3.99
61 - 120 217 766,805,970 79.17
121 - 180 27 96,295,297 9.94
181 - 240 27 66,757,933 6.89
- ----------------------------------------------------------------
TOTAL: 274 968,511,922 100.00
- ----------------------------------------------------------------
Min: 59 Max: 240 Wtd Avg: 128
- ----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
REMAINING TERMS TO STATED MATURITY (MOS)
- ----------------------------------------------------------------
NO. CUT-OFF DATE %
OF PRINCIPAL OF
LOANS BALANCE POOL
- ----------------------------------------------------------------
<S> <C> <C> <C>
<= 60 6 43,609,391 4.50
61 - 120 216 791,914,463 81.77
121 - 180 25 66,230,135 6.84
181 - 240 27 66,757,933 6.89
- ----------------------------------------------------------------
TOTAL: 274 968,511,922 100.00
- ----------------------------------------------------------------
Min: 26 Max: 236 Wtd Avg: 122
- ----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
BALLOON LOANS
- ----------------------------------------------------------------
NO. CUT-OFF DATE %
OF PRINCIPAL OF
LOANS BALANCE POOL
- ----------------------------------------------------------------
<S> <C> <C> <C>
Yes 234 883,915,263 91.27
No 40 84,596,660 8.73
- ----------------------------------------------------------------
TOTAL: 274 968,511,922 100.00
- ----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
DEBT SERVICE COVERAGE RATIOS (X)
- ----------------------------------------------------------------
NO. CUT-OFF DATE %
OF PRINCIPAL OF
LOANS BALANCE POOL
- ----------------------------------------------------------------
<S> <C> <C> <C>
1.01 - 1.15 2 2,826,048 0.29
1.16 - 1.25 9 26,106,459 2.70
1.26 - 1.35 26 88,263,191 9.11
1.36 - 1.50 76 323,070,799 33.36
1.51 - 1.75 76 311,629,987 32.18
1.76 - 2.00 45 122,266,678 12.62
2.00 >= 40 94,348,760 9.74
- ----------------------------------------------------------------
TOTAL: 274 968,511,922 100.00
- ----------------------------------------------------------------
Min: 1.11 Max: 6.43 Wtd Avg: 1.63
- ----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
CUT-OFF DATE LOAN-TO-VALUE RATIOS (%)
- ----------------------------------------------------------------
NO. CUT-OFF DATE %
OF PRINCIPAL OF
LOANS BALANCE POOL
- ----------------------------------------------------------------
<S> <C> <C> <C>
10.1 - 20.0 2 1,540,952 0.16
20.1 - 30.0 9 10,835,732 1.12
30.1 - 40.0 13 23,209,493 2.40
40.1 - 50.0 19 36,453,606 3.76
50.1 - 60.0 51 183,697,024 18.97
60.1 - 70.0 93 338,319,182 34.93
70.1 - 80.0 86 370,399,172 38.24
80.1 - 90.0 1 4,056,762 0.42
- ----------------------------------------------------------------
TOTAL: 274 968,511,922 100.00
- ----------------------------------------------------------------
Min: 19.2 Max: 81.1 Wtd Avg: 64.9
- ----------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
BALLOON LOAN-TO-VALUE RATIOS (%)
- ----------------------------------------------------------------
NO. CUT-OFF DATE %
OF PRINCIPAL OF
LOANS BALANCE POOL
- ----------------------------------------------------------------
<S> <C> <C> <C>
0.0 34 73,098,734 7.55
0.1 - 10.0 6 11,497,926 1.19
10.1 - 20.0 3 7,155,138 0.74
20.1 - 30.0 18 35,254,177 3.64
30.1 - 40.0 16 37,872,384 3.91
40.1 - 50.0 55 155,797,315 16.09
50.1 - 60.0 72 319,383,234 32.98
60.1 - 70.0 67 314,832,276 32.51
70.1 - 80.0 3 13,620,738 1.41
- ----------------------------------------------------------------
TOTAL: 274 968,511,922 100.00
- ----------------------------------------------------------------
Min: 0.0 Max: 70.7 Wtd Avg: 49.7
- ----------------------------------------------------------------
</TABLE>
T-10
- --------------------------------------------------------------------------------
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, Goldman,
Sachs & Co. and Norwest Investment Services, Inc. (collectively the
"Underwriters") disclaim 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. The Underwriters and others
associated with them 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. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's 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. Morgan Stanley recommends that such readers 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> 14
$893,452,000 (APPROXIMATE)
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-WF1
<TABLE>
<CAPTION>
PERCENTAGE OF MORTGAGE POOL BALANCE BY PREPAYMENT RESTRICTION (%) (1) (2)
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTIONS FEBRUARY 1999 FEBRUARY 2000 FEBRUARY 2001 FEBRUARY 2002 FEBRUARY 2003
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Locked Out 99.19% 99.19% 99.10% 73.33% 66.04%
Yield Maintenance Total 0.33% 0.33% 0.09% 26.05% 29.54%
Penalty Points:
5.00% and greater 0.00 0.00 0.00 0.00 0.00
4.00% to 4.99% 0.48 0.30 0.30 0.29 0.29
3.00% to 3.99% 0.00 0.18 0.00 0.00 0.00
2.00% to 2.99% 0.00 0.00 0.33 0.00 0.00
1.00% to 1.99% 0.00 0.00 0.00 0.18 0.00
Open 0.00 0.00 0.18 0.15 4.13
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding $968,511,922 $954,499,547 $939,602,735 $921,807,451 $901,551,545
% of initial Pool Balance 100.00% 98.55% 97.02% 95.18% 93.09%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
PERCENTAGE OF MORTGAGE POOL BALANCE BY PREPAYMENT RESTRICTION (%) - CONTINUED (1) (2)
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTIONS FEBRUARY 2004 FEBRUARY 2005 FEBRUARY 2006 FEBRUARY 2007 FEBRUARY 2008 FEBRUARY 2009
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Locked Out 56.13% 55.98% 57.49% 57.49% 41.22% 44.33%
Yield Maintenance Total 43.57% 43.55% 42.21% 42.22% 19.42% 53.47%
Penalty Points:
5.00% and greater 0.00 0.00 0.00 0.00 0.00 0.00
4.00% to 4.99% 0.30 0.29 0.30 0.29 0.00 0.00
3.00% to 3.99% 0.00 0.00 0.00 0.00 0.29 2.20
2.00% to 2.99% 0.00 0.00 0.00 0.00 0.00 0.00
1.00% to 1.99% 0.00 0.00 0.00 0.00 0.00 0.00
Open 0.00 0.18 0.00 0.00 39.07 0.00
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding $845,469,734 $826,005,075 $776,399,187 $754,400,945 $723,287,400 $87,807,148
% of Initial Pool Balance 87.30% 85.29% 80.16% 77.89% 74.68% 9.07%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Notes: (1) For 53 of the Mortgage Loans (15.9% of the Cut-Off Date Balance)
which allow borrowers to choose between Defeasance and Yield
Maintenance, Yield Maintenance is assumed.
(2) The above analysis is based on Maturity Assumptions and a 0% CPR
as discussed in the Prospectus Supplement.
T-11
- --------------------------------------------------------------------------------
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, Goldman,
Sachs & Co. and Norwest Investment Services, Inc. (collectively the
"Underwriters") disclaim 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. The Underwriters and others
associated with them 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. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's 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. Morgan Stanley recommends that such readers 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
- --------------------------------------------------------------------------------
