SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment 1
(Mark One)
/ x / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998 or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 333-62911
Morgan Stanley Mortgage Capital Inc.
Mortgage Pass-Through Certificates
Series 1998-1 Trust
(Exact name of registrant as specified in its charter)
New York 52-2095946
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
c/o Norwest Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland 21044
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code:
(410) 884-2000
Securities to be registered pursuant to Section 12(b)
of the Act:
NONE
Securities to be registered pursuant to Section 12(g)
of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ___
This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual
Report on Form 10-K (the "Original Form 10-K") filed on March 25, 1999, on
behalf of Morgan Stanley Mortgage Capital I Inc. Mortgage Pass-Through
Certificates Series 1998-1 Trust established pursuant to a Pooling and
Servicing Agreement among Morgan Stanley Mortgage Capital I Inc. as
Depositor, NOVUS Financial Corp. as Seller and Servicer and Norwest Bank
Minnesota, National Association, as Trustee, pursuant to which the Morgan
Stanley Mortgage Capital I Inc. Mortgage Pass-Through Certificates Series
1998-1 Trust registered under the Securities Act of 1933 (the
"Certificates") were issued.
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
(a) Exhibits
(99.1) Annual Independent Accountants' Servicing
Reports concerning servicing activities for
the year ended December 31, 1998.
a) Novus <F1>
(99.2) Report of Management as to Compliance with
Minimum Servicing Standards for the year
ended December 31, 1998.
a) Novus <F1>
(99.3) Annual Statements of Compliance under the
Pooling and Servicing Agreements for the
year ended December 31, 1998.
a) Novus <F1>
(99.4) Aggregate Statement of Principal and
Interest Distributions to Certificate
Holders. <F2>
(b) On October 1, 1998, November 10, 1998, and
December 8, 1998, reports on Form 8-K were filed
by the Company in order to provide the
statements for the monthly distributions to
holders of the Certificates. No other reports on
Form 8-K have been filed during the last quarter
of the period covered by this report.
(c) Not applicable.
(d) Omitted.
<F1> Filed herewith.
<F2> Previously filed.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 Mortgage Capital Inc.
Mortgage Pass-Through Certificates
Series 1998-1 Trust
Signed: Norwest Bank Minnesota, N.A., as Trustee
By: Sherri J. Sharps, Vice president
By: /s/ Sherri J. Sharps, Vice president
Dated: December 15, 1999
Exhibit Index
Exhibit No.
99.1 Annual Independent Accountants' Servicing Reports concerning servicing
activities for the year ended December 31, 1998.
a) Novus <F1>
99.2 Report of Management as to Compliance with Minimum Servicing Standards
for the year ended December 31, 1998.
a) Novus <F1>
99.3 Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 1998.
a) Novus <F1>
99.4 Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.<F2>
<F1> Filed herewith.
<F2> Previously filed.
(LOGO)
Deloitte & Touche LLP
Two Prudential Plaza
180 North Stetson Avenue
Chicago, Illinois 60601-6779
Telephone: (312) 946-3000
Facsimile: (312) 946-2600
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors and Stockholder
NOVUS Credit Services, Inc. and subsidiaries
Riverwoods, Illinois
Norwest Bank Minnesota, N.A.
Trustee
Minneapolis, Minnesota
We have examined management's assertion about the compliance of NOVUS Credit
Services, Inc. and subsidiaries (the "Company") with the minimum servicing
standards identified in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers ("USAP") for the Morgan Stanley
Pass Through Certificates, Series 1998 - 1 as of and for the year ended December
31, 1998 included in the accompanying management assertion. Management is
responsible for the Company's compliance with those minimum servicing standards.
Our responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with the
minimum servicing standards and performing such other procedures as we
considered necessary in the circumstances. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a
legal determination on the Company's compliance with the minimum servicing
standards.
In our opinion, management's assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1998 is fairly stated, in all material respects.
Deloitte & Touche LLP
March 12, 1999
(LOGO)
NOVUS Financial
A Dean Witter Discover Company
March 12, 1999
As of and for the year ended December 31, 1998, NOVUS Credit Services, Inc. and
subsidiaries (the "Company") has complied in all material respects with the
minimum servicing standards set forth in the Mortgage Bankers Association of
America's Uniform Single Attestation Program for Mortgage Bankers. As of and for
this same period, Morgan Stanley Dean Witter & Co., the Company's parent, had in
effect a fidelity bond in the amount of $10 million and an errors and omissions
policy in the amount of $3,250,000 under which the Company was covered.
Nancy S. Donovan
President
Leroy Hodo
Vice President and Controller
NOVUS Financial Corporation
Officer's Certificate - Mortgage Pass-Through Certificates
Series 1998-1
Pursuant to Section 3.16 of the Pooling and Servicing Agreement dated as of
March 1, 1998 (the "Pooling and Servicing Agreement") among NOVUS Financial
Corporation, as seller and servicer (referred to herein in such capacity as the
"Servicer"), and Norwest Bank Minnesota, N.A., as trustee, the undersigned,
hereby states that:
(1) A review of the activities of the Servicer and of its performance
under the Pooling and Servicing Agreement during the ten month period
terminating on the date of this Certificate, has been made under my supervision;
and
(2) To the best of my knowledge, based on such review, the Servicer has
fulfilled all its obligations under the Agreement throughout such period.
NOVUS Financial Corporation
By
J. A. Potter
Title Senior Vice President
Dated as of December 31, 1998
By
R. F. Tegler
Title Vice President, Controller
Dated as of December 31, 1998
