-----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, T394/i1pIm+6+tIhCQOkOVo+SO1ZRCzBH3fjzuO0chYPDby5LwX6VNL4G+DYnqDh sa1s+NVcQD+gNKF8pbwvRw== 0001056404-99-000771.txt : 19991221 0001056404-99-000771.hdr.sgml : 19991221 ACCESSION NUMBER: 0001056404-99-000771 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19991220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONSLINK FUNDING CORP COMM MORT PASS THR CERT SER 1998-1 CENTRAL INDEX KEY: 0001058990 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 561950039 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 333-43609-01 FILM NUMBER: 99777395 BUSINESS ADDRESS: STREET 1: C/O NORWEST BANK MINNESOTA N A STREET 2: 11000 BROKEN LAND PARKWAY CITY: COLUMBIA STATE: MD ZIP: 21044 BUSINESS PHONE: 4108842000 MAIL ADDRESS: STREET 1: NATIONSLINK FUNDING CORP STREET 2: 100 NORTH TRYON STREET CITY: CHARLOTTE STATE: NC ZIP: 28255 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 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.: 333-43609-01 Nationslink Funding Corporation Mortgage Pass-Through Certificates Series 1998-1 Trust (Exact name of registrant as specified in its charter) 52-2095713 New York 52-2095714 (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 Nationslink Funding Corporation Mortgage Pass-Through Certificates Series 1998-1 Trust established pursuant to a Amended and Restated Pooling and Servicing Agreement among Nationslink Funding Corporation, Depositor, Nationsbank, N.A., Mortgage Loan Seller, Lennar Partners, Inc., Special Servicer, and Norwest Bank Minnesota, National Association, as Trustee and REMIC Administrator, pursuant to which the Nationslink Funding Corporation Mortgage Pass-Through Certificates Series 1998-1 Trust registered under the Securities Act of 1933 (the "Certificates") were issued. Item 14 of the Original Form 10-K is amended to read in its entirety as follows: 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) Midland Loan Services, as Servicer b) Lennar Partners Inc, as Special Servicer (99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 1998. a) Midland Loan Services, as Servicer b) Lennar Partners Inc, as Special Servicer (99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 1998. a) Midland Loan Services, as Servicer b) Lennar Partners Inc, as Special Servicer (99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) On October 26, 1998, and December 03, 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. Filed herewith. Previously filed. SIGNATURE 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: Nationslink Funding Corporation 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 17, 1999 Exhibit Index Exhibit No. 99.1 Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 1998. a) Midland Loan Services, as Servicer b) Lennar Partners Inc, as Special Servicer 99.2 Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 1998. a) Midland Loan Services, as Servicer b) Lennar Partners Inc, as Special Servicer 99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 1998. a) Midland Loan Services, as Servicer b) Lennar Partners Inc, as Special Servicer 99.4 Aggregate Statement of Principal and Interest Distributions to Certificate Holders. Filed herewith. Previously filed. EX-99.1(A) 2 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) ERNST & YOUNG LLP One Kansas City Place 1200 Main Street Kansas City Missouri 64105-2143 Phone: 816 474 5200 Report of Independent Accountants on Management's Assertion on Compliance with the Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers The Audit Committee PNC Bank Corp. We have examined management's assertion, included in the accompanying report titled Report of Management on Compliance with the Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers, that except for noncompliance with the minimum servicing standard for custodial bank accounts, Midland Loan Services, Inc. (MLS), a wholly-owned subsidiary of PNC Bank Corp., complied with the minimum servicing standards set forth 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 VI1., which the Mortgage Bankers Association of America has interpreted as inapplicable to such servicing during the year ended December 31, 1998. Management is responsible for MLS' compliance with those requirements. Our responsibility is to express an opinion on management's assertions about MLS' 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 MLS' 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 MLS' compliance with specified requirements. In our opinion, management's assertion that except for noncompliance with the minimum servicing standard for custodial account reconciliations, MLS complied with the aforementioned requirements during the year ended December 31, 1998, is fairly stated, in all material respects. As discussed in management's assertion, the following material noncompliance occurred at MLS during the year ended December 31, 1998. With regard to standard 1.4, reconciling items exist which have not been resolved within 90 calendar days of their original identification. January 22, 1999 Ernst &Young LLP Ernst &Young tip is a member of Ernst & Young International, Ltd. EX-99.1(B) 3 ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO) Deloitte & Touche Deloitte & Touche LLP Certified Public Accountants Suite 400 200 South Biscayne Boulevard Miami, Florida 33131-2310 Telephone: (305) 358-4141 Facsimile: (305) 372-3160 INDEPENDENT ACCOUNTANT'S REPORT To the Board of Directors of Lennar Partners, Inc.: We have examined management's assertion about Lennar Partners, Inc.'s (the "Company") compliance with the minimum servicing standards identified in the Mortgage Banker's Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as applicable to the special servicing of commercial and multifamily mortgage loans 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 applicable 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 the Company'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 a legal determination on the Company's compliance with the applicable minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned applicable minimum servicing standards as of and for the year ended December 31, 1998 is fairly stated, in all material respects. Deloitte & Touche February 12, 1999 Deloitte Touche Tohmatsu EX-99.2(A) 4 REPORT OF MANAGEMENT (logo) MIDLAND LOAN SERVICES INC. Report of Management Compliance with the Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers We, as members of management of Midland Loan Services, Inc. (MLS), a wholly owned subsidiary of PNC Bank Corp. (PNCBC), are responsible for complying with the minimum servicing standards as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) except for commercial loan and multifamily servicing, minimum servicing standards V.4 and VI.1, which the Mortgage Bankers Association of America 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 MLS' compliance with the minimum servicing standards as set forth in the USAP as of December 31, 1998 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 1998, MLS complied, in all material respects, with the minimum servicing standards set forth in the USAP except as described below. With regard to standard 1.4, reconciling items exist which have not been resolved within ninety calendar days of their original identification. As of and for this same period, PNCBC had in effect a fidelity bond in the amount of $300,000,000 and an error and omissions policy in the amount of $20,000,000. C.J. Sipple Senior Vice President Paula J. Mickelson Vice President March 30, 1999 210 W. 10th Street Kansas City MO 64105 Phone: 816/435-5000 FAX: 816/435-2327 EX-99.2(B) 5 REPORT OF MANAGEMENT (LOGO) LENNAR PARTNERS An LNR Company February 12, 1999 Norwest Bank Minnesota, N.A. 11000 Broken Land Parkway Columbia, MD 21044-3562 Attention: Corporate Trust Services (CMBS) Nationslink Funding Corp. Series 1998-1 RE: Annual Independent Public Accountant's Servicing Report Nationslink Funding Corporation, Series 1998-1 Commercial Mortgage Pass-Through Certificates To whom it may concern: As of and for the year ended December 31, 1998, Lennar Partners, Inc. has complied in all material respects with the applicable minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers applicable to the commercial and multifamily mortgages for the special servicer as noted in the attachment to this assertion. As of and for this same period, Lennar Partners, Inc. had in effect a fidelity bond in the amount of $7,500,000 and an errors and omissions policy in the amount of $10,000,000. Sincerely, LENNAR PARTNERS, INC. Susan K. Chapman Vice President CC: Nationslink Funding Corporation NationsBank Corporate Center 100 North Tryon Street Charlotte, NC 28255 Attention: David Gertner Robert W. Long, Esq. Assistant General Counsel, NationsBank Corporation NationsBank Corporate Center 100 North Tryon Street (20th Floor) Charlotte, NC 28255 760 Northwest 107th Avenue * Suite 400 * Miami, Florida 33172 Telephone: (305) 220-4300 * Fax: (305) 226-3428 EX-99.3(A) 6 ANNUAL STATEMENT OF COMPLIANCE (LOGO) MIDLAND LOAN SERVICES INC. April 26, 1999 Attn: Corporate Trust Services (CMBS), Nlink 98-1 Norwest Bank Minnesota, N.A. 11000 Broken Land Pkwy Columbia, MD 21044-3562 NationsLink Funding Corporation, Commercial Mortgage Pass-Through Certificates Series 1998-1 OFFICER'S CERTIFICATE Pursuant to the requirements of that certain Pooling and Servicing Agreement governing the referenced Trust (the "PSA"), 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 preceding 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 subservicing 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. Charles J. Sipple Senior Vice President Paula J. Mickelson Vice President cc: Please see attached page 210 W. 10th Street * Kansas City, MO 64105 Phone: 816/435-5000 FAX: 816/435-2327 EX-99.3(B) 7 ANNUAL STATEMENT OF COMPLIANCE CERTIFICATE OF OFFICER OF LENNAR PARTNERS, INC. Pooling and Servicing Agreement dated as of March 1, 1998, (the "Agreement"), by and among Nationslink Funding Corporation., as Depositor, Nationsbank, N.A., as Mortgage Loan Seller, Midland Loan Services, L.P., as Master Servicer, Norwest Bank Minnesota, N.A., as Trustee and REMIC Administrator and Lennar Partners, Inc., as Special Servicer (Nationslink 1998-1) The undersigned, Ronald E. Schrager, as Vice President of LENNAR PARTNERS, INC., a Florida Corporation (the "Company"), in accordance with Section 3.13 of the Agreement, does hereby certify on behalf of the Company that (i) a review of the servicing operations of the Company during the period from March 30, 1998 through December 31, 1998 and of the Company's performance under the Agreement has been made under my supervision; (ii) to the best of my knowledge, based on such review, the Company has fulfilled all of its obligations under the Agreement in all material respects throughout such period ended December 31, 1998; and (iii) the Company has received no notice regarding qualification, or challenging the status, as a REMIC of, or otherwise asserting a tax on the income or assets of, any portion of the Trust Fund from the IRS or any other governmental agency or body. IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate as of the 12th day of March, 1999. Ronald E. Schrager Vice President Lennar Partners, Inc. OC Nationslink98-1.doc -----END PRIVACY-ENHANCED MESSAGE-----