<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One) |X| Annual Report pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
for fiscal year ended December 31, 1999
or
| | Transition Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act 1934
for the transaction period from __________to ___________
Commission File Number: 33-97994
------
FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.
(IN RESPECT OF COMMERCIAL MORTGAGE PASS-THROUGH
------------------------------------------------
CERTIFICATES, SERIES 1997-C1)
-----------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 56-1643598
--------------------------------- ------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28228-0600
--------------------------------- ------------------
(Address of Principal Executive Offices) Zip Code
(704) 374-6828
------------------------------------------
Registrant's telephone number, including area code
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None.
SECURITIES 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 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 | |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Not Applicable.
Aggregate market value of voting stock held by non-affiliates of the registrant
as of December 31, 1999.
Not Applicable.
<PAGE>
Number of shares of common stock outstanding as of December 31, 1999
Not Applicable.
Registrant has not been involved in bankruptcy proceedings during the proceeding
five years, and is not reporting as a corporate issuer.
The following documents are incorporated by reference into this Form 10-K.
None.
-2-
<PAGE>
FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
-------------------------------------------------------------
FORM 10-K
INDEX
<TABLE>
<CAPTION>
Page
----
PART I.
<S> <C>
Item 1. Business............................................................................ 4
Item 2. Properties........................................................................... 4
Item 3. Legal Proceedings................................................................... 4
Item 4. Submission of Matters to a Vote of Security Holders................................. 5
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters................................................................. 5
Item 6. Selected Financial Data............................................................. 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................................. 5
Item 8. Financial Statements and Supplementary Data......................................... 5
Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure................................................. 5
PART III.
Item 10. Directors and Executive Officers of the Registrant................................ 5
Item 11. Executive Compensation............................................................ 5
Item 12. Security Ownership of Certain Beneficial Owners and Management.................... 5
Item 13. Certain Relationships and Related Transactions..................................... 6
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K................... 6
Supplemental Information to be Furnished with Reports Filed Pursuant
to Section 15(d) of the Securities Exchange Act of 1934 of Registrants
Which Have Not Registered Securities Pursuant to Section 12 of such Act.................. 7
SIGNATURES........................................................................................... 8
INDEX OF EXHIBITS.................................................................................... 9
</TABLE>
-3-
<PAGE>
PART I
Item 1. BUSINESS
This Annual Report on Form 10-K is being filed on behalf of First Union
Commercial Mortgage Securities, Inc. (the "Registrant") by State Street Bank and
Trust Company, solely in its capacity as trustee under the Pooling Agreement
hereinafter identified and with respect to the Registrant's Commercial Mortgage
Pass-Through Certificates, Series 1997-C1 (the "Certificates"). The Certificates
were issued under a Pooling and Servicing Agreement dated as of May 1, 1997 (the
"Pooling Agreement") among the Registrant, as depositor, First Union National
Bank of North Carolina (the "Master Servicer"), as master servicer, Criimi Mae
Services Limited Partnership ("CMSLP"), as special servicer, and State Street
Bank and Trust Company, as trustee (in such capacity, the "Trustee"). The
Registrant has been informed that as of October 31, 1998, CMSLP has been removed
as the special servicer under the Pooling Agreement and that Banc One Mortgage
Capital Markets, LLC has been serving as the replacement special servicer under
the Pooling Agreement. Capitalized terms used herein and not otherwise defined
shall have the respective meanings ascribed to such terms in the Pooling
Agreement.
Certain of the information contained in the Annual Report on Form 10-K has been
supplied to the Trustee by third parties without independent review or
investigation by the Trustee and no representation or warranty of any kind is
made by the Trustee with respect to such information.
The information called for by this item is omitted as it is not applicable to
the Trust Fund. As used in this Annual Report on Form 10-K, "omitted" means that
the response to the referenced item is omitted in reliance on the procedures
outlined in numerous no-action letters issued by the Securities and Exchange
Commission's Staff with respect to substantially similar trusts or certificates.
Item 2. PROPERTIES
Information regarding the mortgaged properties securing the Mortgage Loans has
been set forth in the Prospectus Supplement relating to the Certificates filed
with the Commission. The Trust Fund created under the Pooling Agreement has or
will acquire title to real estate only upon default of the related mortgages
under the Mortgage Loans. The Trust Fund did not acquire any mortgage property
in connection with the foreclosure of a defaulted Mortgage Loans or otherwise.
The Annual Statement as to Compliance of First Union National Bank (formerly,
First Union National Bank of North Carolina) as Master Servicer is annexed
hereto as Exhibit 14(a)(1)(i). The Annual Servicing Report of KPMG LLP, an
independent public accountant, with respect to First Union National Bank as the
Master Servicer required to be delivered under the Pooling Agreement is annexed
hereto as Exhibit 14(a)(1)(ii).
The Annual Statement as to Compliance of ORIX Real Estate Capital Markets, LLC
("ORECM"), which was doing business as Banc One Mortgage Capital Markets, LLC
("BOMCM") until July 12, 1999, as the Special Servicer required under the
Pooling Agreement is annexed hereto as Exhibit 14(a)(1)(iii). The Annual
Independent Public Accountant's Servicing Report of PricewaterhouseCoopers LLP,
an independent public accountant, with respect to ORECM as the Special Servicer
required to be delivered under the Pooling Agreement is annexed hereto as
Exhibit 14(a)(1)(iv).
Item 3. LEGAL PROCEEDINGS
The Registrant knows of no material pending legal proceedings involving either
of (i) the Mortgage Properties or (ii) to the extent related to the Trust Fund,
the Registrant, the Master Servicer, the Special Servicer, or the Trustee, in
each case, with respect to the Trust Fund other than ordinary routine
litigation, if any, incidental to the Trustee's, the
-4-
<PAGE>
Master Servicer's, the Special Servicer's, or the Registrant's duties under the
Pooling Agreement and not material when taken as a whole.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote or consent of the holders of the
Certificates during the period covered by this report.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Presently, there is no established trading market for the Certificates known to
the Registrant. As of December 31, 1999, there are an aggregate of sixty-four
(64) registered holders of all Classes of the Registrant's Commercial Mortgage
Pass-Through Certificates Series, 1997-C1, including direct participants of the
Depository Trust Company ("DTC") but excluding Cede & Co., DTC's nominee. The
computation of the approximate number of holders is based upon the number of
individual participants in a security position listings.
Information as to distributions to Certificateholders have been provided in the
Registrant's monthly Form 8-K filings with respect to the Certificates.
Item 6. SELECTED FINANCIAL DATA
Omitted.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Omitted.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Omitted.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Registrant knows of no changes or disagreements with accountants on
accounting and financial disclosure with respect to the Trust Fund or the
Certificates.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted.
Item 11. EXECUTIVE COMPENSATION
Omitted.
PART III
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The Registrant is responding to this item by providing information with
respect to the security ownership of certain owners of the Certificates, which
information is annexed hereto as Exhibit 99.1.
-5-
<PAGE>
(b) Omitted.
(c) As of December 31, 1999 and March 16, 2000, the Class K Certificates
constitute the "Controlling Class" of Certificates within the meaning and
bearing the rights and limitations set forth in the Pooling Agreement, including
without limitation the right to designate an entity to serve as special servicer
under the Pooling Agreement and to advise the special servicer with respect to
certain actions enumerated in the Pooling Agreement. Reference is hereby made in
all respects to the Pooling Agreement for a complete description of the rights
and limitations of the Controlling Class. The Registrant has been informed that
the records of the Trustee reflect that the registered holder of the Class K
Certificates is LaSalle National Bank as Trustee for Criimi Mae Series 1998-C1.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS
(i) The Statement as to Compliance to be delivered by First
Union National Bank as master servicer under the Pooling Agreement is
annexed hereto as Exhibit 14(a)(1)(i).
(ii) The Annual Servicing Report of an independent public
accountant relating to master servicing by First Union National Bank
is annexed hereto as Exhibit 14(a)(1)(ii).
(iii) The Annual Statement as to Compliance by ORECM as
special servicer required pursuant to the Pooling Agreement is
annexed hereto as Exhibit 14(a)(iii).
(iv) The Annual Independent Accountant's Servicing Report of
PricewaterhouseCoopers, LLP from an independent public accountant,
with respect to ORECM as special servicer is annexed hereto as
Exhibit 14(a)(1)(iv).
(a)(2) FINANCIAL STATEMENT SCHEDULES
Omitted.
(a)(3) EXHIBITS
Unless otherwise indicated, the following exhibits required by Item
601 of Regulation S-K and previously furnished to the Commission as
exhibits to a Report on Form 8-K, are incorporated into this Form
10-K by reference:
4. Pooling and Servicing Agreement dated as of May 1,
1997, by and among First Union Commercial Mortgage
Securities, Inc., as depositor, First Union National
Bank of North Carolina as master servicer, Criimi Mae
Services Limited Partnership as special servicer, and
State Street Bank and Trust Company, as Trustee.
99.1* Security Ownership of Certain Beneficial Owners.
-6-
<PAGE>
(b) The following Reports on Form 8-K were filed with the
Commission by or on behalf of the Registrant with respect to
the Certificates during the last quarter of the period covered
by this report:
Report on Form 8-K dated October 18, 1999, reporting items 5
and 7.
Report on Form 8-K dated November 18, 1999, reporting items 5
and 7.
Report on Form 8-K dated December 18, 1999, reporting items 5
and 7.
- ------------------
* Filed herewith
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OF REGISTRANTS WHICH HAVE NOT
REGISTERED SECURITIES PURSUANT TO SECTION 12 OF SUCH ACT.
The Registrant has not sent an annual report or proxy material to the holders of
its Certificates. The Registrant will not be sending an annual report or proxy
materials to the holders of its Certificates subsequent to the filing of this
Form 10-K.
-7-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST UNION COMMERCIAL MORTGAGE SECURITIES,
INC. (In Respect of its COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 1997-C1)
Dated: March 30, 2000 By: State Street Bank and Trust Company,
solely in its capacity as Trustee of the
Trust Fund for the Registrant's Commercial
Mortgage Pass-Through Certificates, Series
1997-C1 and not individually on behalf of
the Registrant
By: /s/ Julie Kirby
----------------------------
Julie Kirby, Vice President
-8-
<PAGE>
INDEX OF EXHIBITS
DESCRIPTION
14(a)(1)(i) Annual Statement as to Compliance by First Union National Bank
as master servicer.
14(a)(1)(ii) Annual Independent Accountant's Report of KPMG LLP, an
independent public accountant, with respect to master
servicing by First Union National Bank.
14(a)(1)(iii) Annual Statement as to Compliance by ORECM, as special
servicer.
14(a)(1)(iv) Annual Independent Accountant's Servicing Report of
PricewaterhouseCoopers LLP, with respect to special servicing
by ORECM.
99.1 Security Ownership of Certain Beneficial Owners (with original
principal balances).
-9-
<PAGE>
EXHIBIT 14(a)(1)(i)
FIRST UNION NATIONAL BANK
NC 1075
Structured Products Servicing
8739 Research Drive, URP4
Charlotte, NC 28288-1075
OFFICER'S CERTIFICATE
Reference is hereby made to that Pooling and Servicing Agreement dated as
of May 1, 1997 by and among First Union Commercial Mortgage Securities, Inc. as
Depositor, First Union National Bank as Master Servicer (the "Master Servicer"),
CRIIMI MAE Services Limited Partnership as Special Servicer, and State Street
Bank and Trust Company as Trustee, with respect to Commercial Mortgage
Pass-Through Certificates, Series 1997-C1 (the "Agreement"). Capitalized terms
used herein not otherwise defined shall have meanings assigned in the Agreement.
Pursuant to Section 3.13 of this Agreement, Timothy S. Ryan and Timothy
E. Steward, Vice Presidents of the Master Servicer, do hereby certify that:
1. A review of the activities of the Master Servicer during the
period from January 1, 1999 through December 31, 1999 and of
performance under the Agreement during such period has been made
under our supervision; and
2. To the best of our knowledge, based on such review, the Master
Servicer has fulfilled all its obligations under the Agreement in
all material respects throughout the period January 1, 1999
through December 31, 1999; and
3. The Master Servicer has received no notice regarding
qualification, or challenging the status of any portion of the
Trust Fund as a REMIC from the Internal Revenue Service or any
other governmental agency or body.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of
the 10th day of March, 2000.
/s/ Timothy S. Ryan /s/ Timothy E. Steward
- ------------------------------- ----------------------------------
Timothy S. Ryan, Vice President Timothy E. Steward, Vice President
First Union National Bank First Union National Bank
-10-
<PAGE>
EXHIBIT 14(a)(1)(ii)
[KPMG LOGO]
401 South Tryon Street
Suite 2300
Charlotte, NC 28202-1911
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
First Union National Bank:
We have examined management's assertion, included in the accompanying management
assertion, that First Union National Bank (the Bank) complied with the minimum
servicing standards set forth in the Mortgage Bankers Associate of America's
(MBA) UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS (USAP), except for
minimum servicing standards V.4. and VI.1., which the MBA has interpreted as
being inapplicable to the servicing of commercial and multifamily loans, as of
and for the year ended December 31, 1999. Management is responsible for the
Bank's compliance with those minimum servicing standards. Our responsibility is
to express an opinion on management's assertion about the Bank's compliance
based on our examination.
Our examination was made in accordance with attestation standards established by
the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about the Bank's compliance with
the applicable 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
legal determination on the Bank's compliance with the applicable minimum
servicing standards.
In our opinion, management's assertion that the Bank has complied in all
material respects with the aforementioned applicable minimum servicing standards
as of and for the year ended December 31, 1999 is fairly stated, in all material
respects.
/s/ KPMG LLP
February 4, 2000
-11-
<PAGE>
PAGE 2 OF 2
MANAGEMENT'S ASSERTION
As of and for the year ended December 31, 1999, First Union National
Bank (the Bank) has complied in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's (MBA's)
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS, except for minimum
servicing standards V.4 and VI.1., which the MBA has interpreted as being
inapplicable to the servicing of commercial and multifamily loans. As of and for
the same period, the Bank had in effect fidelity bond and errors and omissions
policies in the amount of $200 million and $20 million, respectively.
/s/ John M. Church February 4, 2000
- --------------------------------------- ----------------
John M. Church Date
Managing Director/Senior Vice President
First Union National Bank
/s/ Timothy S. Ryan February 4, 2000
- --------------------------------------- ----------------
Timothy S. Ryan Date
Director/Vice President
First Union National Bank
-12-
<PAGE>
EXHIBIT 14(a)(1)(iii)
ORIX Real Estate
Capital Markets, LLC
Paul Smyth
1717 Main Street, 12th Floor
Dallas, TX 75201
214-237-2010
March 3, 2000
ANNUAL STATEMENT AS TO COMPLIANCE
Special Servicing
Ladies and Gentlemen:
This Officer's Certificate is provided to you by ORIX Real Estate Capital
Markets, LLC ("ORECM") pursuant to the terms outlined in the applicable sections
of certain Agreements as referenced in the attached Exhibit A, relative to the
securitization for which ORECM serves as Special Servicer.
The undersigned officer, on behalf of ORECM, hereby informs you (i) that, a
review of the activities of ORECM as Special Servicer and of its performance
under each respective agreement has been made under the undersigned's
supervision for the period of time commencing January 1, 1999 through December
31, 1999 or a portion thereof, (ii) that, to the best of such undersigned's
knowledge, based on such review, it has fulfilled all of its obligations under
the agreement and has maintained an effective internal control system relating
to its servicing of the Mortgage Loans serviced by it, throughout such period,
and (iii) that, the undersigned has received no notice regarding qualification,
nor challenging the status of the REMIC's from the IRS or any other governmental
body.
Also, please find attached, an Annual Independent Public Accountant's Servicing
Report performed by PricewaterhouseCoopers, L.L.P. relative to the assets being
serviced by ORECM for the period beginning January 1, 1999 through December 31,
1999.
Duplicates of these documents are being simultaneously sent to all parties
listed on Exhibit B for receipt by March 15, 2000.
If you have any questions or comments relative to the attached documents, please
call me at 214-237-2010.
Sincerely,
ORIX Real Estate
Capital Markets, LLC
By: /s/ Paul Smyth
------------------------------
Paul Smyth
Managing Director, Servicing
Attachments: Annual Independent Public Accountant's Servicing Report
Exhibit A
Exhibit B
-13-
<PAGE>
EXHIBIT 14(a)(1)(iv)
PricewaterhouseCoopers LLP
2001 Ross Avenue, Suite 1800
Dallas, TX 75201-2997
Telephone (214) 999-1400
Report of Independent Accountants
To ORIX Real Estate Capital Markets, LLC:
We have examined management's assertion about ORIX Real Estate Capital Markets,
LLC's ("ORECM") compliance with the minimum servicing standards identified in
the Mortgage Bankers Association of America's UNIFORM SINGLE ATTESTATION PROGRAM
FOR MORTGAGE BANKERS ("USAP") (except, for commercial loan and multifamily loan
servicing, minimum servicing standards V.4 and VI.1, which the Mortgage Bankers
Association has interpreted as inapplicable to such servicing) as of and for the
year ended December 31, 1999 included in the accompanying management assertion.
Management is responsible for ORECM's compliance with those minimum servicing
standards. Our responsibility is to express an opinion on management's assertion
about the entity'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 ORECM'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 ORECM's compliance with the minimum servicing standards.
In our opinion, management's assertion that ORECM complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1999 is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP
February 18, 2000
-14-
<PAGE>
PAGE 2 OF 2
[ORIX Logo]
February 18, 2000
PricewaterhouseCoopers
2001 Ross Avenue
Suite 1800
Dallas, Texas 75201-2997
As of and for the year ended December 31, 1999, ORIX Real Estate Capital Markets
("ORECM"), which was doing business as Banc One Mortgage Capital Markets, LLC
until July 12, 1999, 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 ("USA") (except, for
commercial loan and multifamily loan servicing, minimum servicing standards V.4
and VI.1., which the MBA has interpreted as inapplicable to such servicing). As
of and for this same period, ORECM had in effect a fidelity bond and errors and
omissions policy in the amount of $25 million.
The Company has established and maintains custodial accounts with federally
insured depository institutions in accordance with the servicing agreements
requirement for Eligible Accounts. Custodial balances are invested in accordance
with the servicing agreements requirement for Permitted Investments. Permitted
Investments may include commercial paper and money market mutual funds with
non-federally insured financial institutions which meet the minimum rating
requirements specified by the applicable servicing agreement.
/s/ Edgar L. Smith, II
Edgar L. Smith, II
Chief Operating Officer
ORIX Real Estate Capital Markets, LLC
1717 Main Street, Suite 1400, Dallas, TX 75200
Tel: 214-237-2000
-15-
<PAGE>
EXHIBIT 99.1
FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-C1
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of December 31, 1999, the following persons were known to the Registrant to
be the registered beneficial owners of more than 5% of the aggregate fractional
undivided interest evidenced by each Class of the Certificates referenced
below:
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF HOLDERS OF RECORD OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
-------- -------------------- ------------------------------ -------
<S> <C> <C> <C>
Class A-1* American Express Trust Company $31,055,000.00 16%
180 East 5th Street
St. Paul, MN 55101
Bankers Trust $42,300,000.00 21%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company $11,370,000.00 6%
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan $50,690,000.00 25%
4 New York Plaza, 13th Floor
New York, New York 10004
State Street Bank and Trust Company $11,400,000.00 6%
1776 Heritage Drive
Global Corporation Action Unit JAB 5NW
No. Quincy, MA 02171
Class A-2* Bankers Trust Company $71,850,000.00 23%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company $26,500,000.00 8%
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
-16-
<PAGE>
Chase Manhattan Bank $95,700,000.00 30%
4 New York Plaza, 13th Floor
New York, New York 10004
Morgan Stanley & Co. Incorporated $68,800,000.00 22%
One Pierrepont Plaza, 7th Floor
Brooklyn, New York 11201
Class A-3* Bank of New York $31,516,000.00 8%
925 Patterson Plank Road
Secaucus, NJ 07094
Bankers Trust $35,075,000.00 9%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Boston Safe Deposit and Trust Company $21,895,000.00 6%
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Brown Brothers Harriman & Co. $26,477,000.00 6%
63 Wall Street, 8th Floor
New York NY 10005
Chase Manhattan $91,029,000.00 23%
4 New York Plaza, 13th Floor
New York, NY 10004
Merrill Lynch, Pierce, Fenner & Smith, Inc. -- $98,395,000.00 25%
Debt Sec.
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
State Street Bank and Trust Company $37,625,000.00 10%
1776 Heritage Drive
Global Corporation Action Unit JAB 5NW
No. Quincy, MA 02171
Class B* Chase Manhattan $54,780,000.00 70%
4 New York Plaza, 13th Floor
New York, New York 10004
State Street Bank and Trust Company $14,907,000.00 19%
1776 Heritage Drive
Global Corporation Action Unit JAB 5NW
No. Quincy, MA 02171
Class C* Bankers Trust $6,000,000.00 8%
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN 37211
-17-
<PAGE>
Chase Manhattan $35,275,000.00 49%
4 New York Plaza, 13th Floor
New York, New York 10004
Citibank, N.A. $6,200,000.00 9%
P.O. Box 30576
Tampa, FL 33630-3576
Deutsche Bank Securities Inc. $5,000,000.00 7%
175 Water Street
New York, New York 10038
Norwest Bank Minnesota, National $5,000,000.00 7%
Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
State Street Bank and Trust Company $6,300,000.00 9%
1776 Heritage Drive
Global Corporation Action Unit JAB 5NW
No. Quincy, MA 02171
Class D* Chase Manhattan $12,275,000.00 17%
4 New York Plaza, 13th Floor
New York, New York 10004
Investors Bank & Trust/M.F. Custody $7,950,000.00 11%
200 Clarendon Street
15th Floor, Hancock Tower
Boston, MA 02116
LB1 - Lehman Government Securities Inc. $10,000,000.00 14%
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Northern Trust Company $21,525,000.00 30%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company $9,775,000.00 14%
1776 Heritage Drive
Global Corporation Action Unit JAB 5NW
No. Quincy, MA 02171
Class E* Bank of New York $3,000,000.00 15%
925 Patterson Plank Road
Secaucus, NJ 07094
Mercantile Bank National Association $1,132,000.00 6%
1 Mercantile Tower
P.O. Box 387, Tram 17-1
St. Louis, MO 63166-0387
-18-
<PAGE>
Northern Trust Company $11,725,000.00 60%
801 S. Canal C-IN
Chicago, IL 60607
State Street Bank and Trust Company $2,600,000.00 13%
1776 Heritage Drive
Global Corporation Action Unit JAB 5NW
No. Quincy, MA 02171
Class F* Bank of New York $19,000,000.00 26%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and Trust Company $4,000,000.00 6%
c/o Mellon Bank, N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Deutsche Bank Securities, Inc. $5,000,000.00 7%
175 Water Street
New York, NY 10038
Chase Manhattan Bank $21,000,000.00 30%
4 New York Plaza, 13th Floor
New York, NY 10004
LBI - Lehman Government Securities Inc. $12,000,000.00 17%
101 Hudson Street, 31st Floor
Jersey City, NJ 07302
Wells Fargo Bank, National Association $10,800,000.00 15%
26610 West Agoura Road
Calabasas, CA 91302
Class G LaSalle National Bank, as Trustee $13,054,813.00 100%
Criimi Mae Series 1998-C1
Att: Asset Backed Sec. Trust Services
135 S. LaSalle Street, Suite 1625
Chicago, Illinois 60674
Class H LaSalle National Bank, as Trustee $26,108,964.00 100%
Criimi Mae Series 1998-C1
Att: Asset Backed Sec. Trust Services
135 S. LaSalle Street, Suite 1625
Chicago, Illinois 60674
Class IO* Bank of New York $168,750,000.00 13%
925 Patterson Plank Road
Secaucus, NJ 07094
Chase Manhattan Bank $180,000,000.00 14%
4 New York Plaza, 13th Floor
New York, NY 10004
-19-
<PAGE>
Citibank, N.A. $266,000,000.00 20%
P. O. Box 30576
Tampa, FL 33630-3576
Custodial Trust Company $87,648,000.00 7%
101 Carnegie Central
Princeton, NJ 08540
Investors Bank & Trust/M.F. Custody $136,382,000.00 10%
200 Clarendon Street
15th FL Hancock Tower
Boston, MA 02116
Salomen Smith Barney Inc./Salomen Brothers $294,755,224.00 23%
333 W 34th Street, 3rd Floor
New York, NY 10001
Class J LaSalle National Bank, as Trustee $13,054,483.00 100%
Criimi Mae Series 1998-C1
Att: Asset Backed Sec. Trust Services
135 S. LaSalle Street, Suite 1625
Chicago, Illinois 60674
Class K LaSalle National Bank, as Trustee $26,108,964.00 100%
Criimi Mae Series 1998-C1
Att: Asset Backed Sec. Trust Services
135 S. LaSalle Street, Suite 1625
Chicago, Illinois 60674
Class R-I Maliseet Properties, Inc. -0- 100%
1400 Smith Street
Houston, TX 77002
Class R-II Maliseet Properties, Inc. -0- 100%
1400 Smith Street
Houston, TX 77002
Class R-III Maliseet Properties, Inc. -0- 100%
1400 Smith Street
Houston, TX 77002
</TABLE>
- --------------------------------
*As of December 31, 1999, the security ownership of the referenced class of
certificates was registered on the books and records of the Trustee to "Cede &
Co.", the Depository Trust Company's nominee. The beneficial ownership of such
class disclosed herein is based on a security positions listing of The
Depository Trust Company as of December 31, 1999.
PABOS2:LKF:362721_1
-20-
