-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AUVZvKznKWHWPu1M5ZaHsS6rIIqZ4VVoXuqCuVsq8FzWSm+8UV+RB0Hc5muwVVGU rvh7Mi5KbuUP8vFK6oNaWw== 0001014108-97-000016.txt : 19970329 0001014108-97-000016.hdr.sgml : 19970329 ACCESSION NUMBER: 0001014108-97-000016 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970328 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON BROTHERS MORT SEC VII INC MOR PA THR CER SER 1996-C1 CENTRAL INDEX KEY: 0001013106 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 364069689 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-84924-11 FILM NUMBER: 97567764 BUSINESS ADDRESS: STREET 1: 135 SOUTH LASALLE ST SUITE 200 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 8002465761 10-K 1 SBMS 1996-C1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1996 Commission file number 33-84924-11 TRUST CREATED BY SALOMON BROTHERS MORTGAGE SECURITIES VII, INC. (under a Pooling & Servicing Agreement dated as of February 1, 1996, which Trust is the issuer of Commercial Mortgage Pass-Through Certificates, Series 1996-C1) ----------------------------------------------------- (Exact name of Registrant as specified in its Charter) New York 36-4069689 State or other jurisdiction (I.R.S. Employer of incorporation or organization Identification No.) LaSalle National Bank, Trustee 135 South LaSalle Street, Suite 1740 Chicago, Illinois Attention: Asset-Backed Securities Trust Services Salomon 1996-C1 60603 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code: (800) 246-5761 Securities registered pursuant to Section 12(b) of the Act: Not applicable. Securities registered pursuant to Section 12(g) of the Act: Not applicable. 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 ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of 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. [X] Aggregate market value of this voting stock held by non-affiliates of the registrant as of December 31, 1996: Not applicable. Number of shares of common stock as of December 31, 1996: Not applicable. DOCUMENTS INCORPORATED BY REFERENCE NONE PART I ITEM 1. BUSINESS. The Registrant issued Commercial Mortgage Pass-Through Certificates, Series 1996-C1 (the "Securities") pursuant to a Pooling and Servicing Agreement dated as of February 1, 1996 (the "Cut-off Date") among Salomon Brothers Mortgage Securities VII, Inc., as Depositor, Midland Loan Services, L.P., as Servicer, LaSalle National Bank, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent of the Trustee. The assets of the Trust consist primarily of a pool of 43 adjustable rate mortgage loans (the "Mortgage Loans") having an aggregate principal balance as of the Cut-off Date of approximately $209,794,380.15. The Mortgage Loans are secured by Multi-family and Commercial Properties (each, a "Mortgaged Property"). Security Holders receive Monthly Reports regarding distributions. Further information with respect to the performance of the Trust is summarized in the Monthly Reports to Security Holders, which are filed on Form 8-K. ITEM 2. PROPERTIES. Information regarding the Mortgaged Properties securing the Mortgage Loans is set forth in the Prospectus Supplement and the Monthly Reports to Security Holders, which are filed on Form 8-K. The Trust will acquire title to real estate only upon default of the mortgagors under the Mortgage Loans. Therefore, this item is inapplicable. ITEM 3. LEGAL PROCEEDINGS. There are no material pending legal proceedings involving the Trust or, with respect to the Trust or the Mortgage Loans, the Trustee, any custodian, the Servicer or the Depositor, other than ordinary routine litigation incidental to the Trustee's, any custodian's, the Servicer's or the Depositor's duties under the Pooling and Servicing Agreement. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. No matters were submitted to a vote of Security Holders during the fiscal year covered by this report. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. The Registrant's Series 1996-C1 Securities represent non-recourse obligations of the Trust, such Trust having assets which consist of the Mortgage Loans. Strictly speaking, Registrant has no "common equity," but for purposes of this Item only, Registrant's Commercial Mortgage Pass-Through Certificates, Series 1996-C1 Securities are treated as "common equity." (a) Market Information. There is no established public trading market for Registrant's Securities. Registrant believes the Securities are traded primarily in intra-dealer markets and non-centralized inter-dealer markets. (b) Holders. The approximate number of registered holders of all classes of Securities as of December 31, 1996 was 22. (c) Dividends. Not applicable. The information regarding dividends required by sub-paragraph (c) of Item 201 of Regulation S-K is inapplicable because the Trust does not pay dividends. However, information as to distribution to Security Holders is provided in the Monthly Reports to Security Holders for each month of the fiscal year in which a distribution to Security Holders was made. ITEM 6. SELECTED FINANCIAL DATA. Not Applicable. Because of the limited activities of the Trust information with respect to the performance of the Trust is summarized in the Monthly Reports to Security Holders, which are filed on a monthly basis on Form 8-K. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Not Applicable. The information required by Item 303 of Regulation S-K is inapplicable because the Trust does not have management per se, but rather the Trust has a Trustee who causes the preparation of the Monthly Reports to Security Holders. Information concerning the Mortgage Loans and distributions to the Security Holders is contained in the Monthly Reports to Security Holders which are filed on Form 8-K, and on the Annual Statement of Compliance and the Annual Servicing Report filed under Item 14 of Form 10-K. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Not Applicable. Information with respect to the Trust is contained in the Monthly Reports to Security Holders filed on a monthly basis on Form 8-K. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT. Not Applicable. The Trust does not have officers or directors. Therefore, the information requested by items 401 and 405 of Regulation S-K is inapplicable. ITEM 11. EXECUTIVE COMPENSATION. Not Applicable. The Trust does not have officers or directors to whom compensation needs to be paid. Therefore, the information requested by item 402 of regulation S-K is inapplicable. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. (a) Security ownership of certain beneficial owners. Not Applicable. Under the Pooling and Servicing Agreement governing the Trust, the holders of the Securities generally do not have the right to vote and are prohibited from taking part in management of the Trust. Therefore, the information requested by item 403(a) of Regulation S-K is inapplicable. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. (Continued) (b) Security ownership of management. Not Applicable. The Trust does not have any officers or directors. Therefore, the information requested by item 403(b) of Regulation S-K is inapplicable. (c) Changes in control. Not Applicable. Because Security Holders do not possess, directly or indirectly, the power to direct or cause the direction of the management and policies of the Trust, other than with respect to certain required consents to amendments to the Pooling and Servicing Agreement and the ability of holders of specified amounts of the Securities to act as a group in the event of the occurrence of certain events which if continuing would constitute events of default under the Pooling & Servicing Agreement, the information requested with respect to item 403(c) of Regulation S-K is inapplicable. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Not Applicable. The Trust does not have officers or directors and under the Pooling and Servicing Agreement governing the Trust, the holders of the Securities generally do not have the right to vote. Therefore, the information requested by item 404 of Regulation S-K is inapplicable. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (a) The following is a list of documents filed as part of this report: EXHIBITS 4.1 Pooling and Servicing Agreement dated as of February 1, 1996 (hereby incorporated herein by reference as exhibit to Depositor's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 29, 1996). 99.1 Servicer's Annual Statement as to Compliance for the year ended December 31, 1996 and dated March 10, 1997. 99.2 Independent Auditor's Report on Compliance with the Uniform Single Audit Program for Mortgage Bankers dated February 19, 1997. ________________________________________________________________________________ (b) Reports on Form 8-K 1) Form 8-K dated October 20, 1996, covering Items 5 and 7. 2) Form 8-K dated November 20, 1996, covering Items 5 and 7. 3) Form 8-K dated December 20, 1996, covering Items 5 and 7. (c) The exhibits required to be filed by Registrant pursuant to item 601 of Regulation S-K are listed above and in the Exhibit Index that immediately follows the signature page hereof. (d) Not Applicable. The Trust does not have any subsidiaries or affiliates. Therefore, no financial statements are filed with respect to subsidiaries or affiliates. SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT No Annual report, proxy statement, form of proxy or other soliciting material has been sent to Security Holders, and the Registrant does not contemplate sending any such materials subsequent to the filing of this report. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MIDLAND LOAN SERVICES, L.P., not in its individual capacity but solely as a duly authorized agent of the Registrant pursuant to Section 3.22 of the Pooling and Servicing Agreement dated as of February 1, 1996 By: Midland Data Systems, Inc., its General Partner By: /s/ Lawrence D. Ashley Name: Lawrence D. Ashley Title: Director of MBS Programs Date: March 28, 1997 EXHIBIT INDEX SEQUENTIAL EXHIBIT DOCUMENT PAGE NUMBER 4.1 Pooling and Servicing Agreement dated as of February 1, 1996 (hereby incorporated herein by reference as exhibit to Depositor's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 29, 1996). 99.1 Servicers Annual Statement as to 8 Compliance for the year ended December 31, 1996 and dated March 10, 1997. 99.2 Independent Auditor's Report on 10 Compliance with the Uniform Single Audit Program for Mortgage Bankers dated February 19, 1997. EX-99.1 2 SERVICER'S ANNUAL STATEMENT AS TO COMPLIANCE March 10, 1997 Managing Director, Commercial Mortgage Finance Salomon Brothers Seven World Trade Center New York, NY 10048 Salomon Brothers Mortgage Securities VII, Inc. Mortgage Pass-Through Certificates Series 1996-C1 OFFICER'S CERTIFICATE Pursuant to the requirements of that certain Pooling & Servicing Agreement governing the referenced Trust, it is hereby certified that (i) the undersigned has completed a review of the Servicer's performance of its obligations under the PSA for the current calendar year; (ii) to the best of the undersigned's knowledge, on the basis of that review the Servicer has fulfilled all of its obligations under the PSA throughout such period (iii) to the best of the undersigned's knowledge, the sub-servicer, if any, has fulfilled its obligations under its sub-servicing agreement in all material respects; and (iv) no notice has been received from any governmental agency or body which would indicate a challenge or question as to the status of the Trust's qualification as a REMIC under the Code. /s/ Charles J. Sipple 3-11-97 Charles J. Sipple Date Senior Vice President /s/ Paula J. Mickelson 3-11-97 Paula J. Mickelson Date Assistant Secretary cc: Corporate Trust Office LaSalle National Bank 135 LaSalle Street, Suite 200 Chicago, Illinois 60603-4107 EX-99.2 3 INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE Independent Auditors' Report on Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers The Board of Directors and Stockholder of Midland Data Systems, Inc. The Partners of Midland Loan Services, L.P. We have examined management's assertion that Midland Data Systems, Inc. and Midland Loan Services, L.P. (the Companies) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's (MBA) Uniform Single Attestation Program for Mortgage Bankers, 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 during the year ended December 31, 1996, included in the accompanying report titled Report of Management. Management is responsible for the Companies' compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Companies' 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 Companies' compliance with those requirements 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 Companies' compliance with specified requirements. In our opinion, management's assertion that the Companies complied with the aforementioned requirements during the year ended December 31, 1996 is fairly stated, in all material respects. /s/ Ernst & Young LLP February 19, 1997 Report of Management We, as members of management of Midland Data Systems, Inc. and Midland Loan Services, L.P., (the Companies), are responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's (MBA) Uniform Single Attestation Program for Mortgage Bankers (USAP) except, for commercial loan and multifamily loan servicing, minimum servicing standards V.4. and V1.1., which the MBA has interpreted as inapplicable to such servicing. We are also responsible for establishing and maintaining effective internal control over compliance with these standards. We have performed an evaluation of the Companies' compliance with the minimum servicing standards as set forth in the USAP as of December 31, 1996 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 1996 the Companies complied with the minimum servicing standards set forth in the USAP. As of and for this same period, the Companies had in effect a fidelity bond and errors and omissions policy in the amount of not less than $13 million. February 19, 1997 /s/ Paula Mickelson Paula Mickelson Compliance Officer /s/ C.J. Sipple C.J. Sipple Director of Loan Servicing -----END PRIVACY-ENHANCED MESSAGE-----