-----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, EsxNUN45zMsRxjJ/AXn0yPb8Ny46eTBZeuFD3wTZpz+mzDrNPcbJFSCw8oeHc86O YWE2V+4WhVGx1NTNkPifcQ== 0001005477-99-001557.txt : 19990402 0001005477-99-001557.hdr.sgml : 19990402 ACCESSION NUMBER: 0001005477-99-001557 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN J P COMM MORT FN COR COM MT PS THRU CERT SER 1996-C3 CENTRAL INDEX KEY: 0001059026 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043342274 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-89374-03 FILM NUMBER: 99581356 BUSINESS ADDRESS: STREET 1: C/O STATE STREET BANK & TRUST CO STREET 2: TWO INTERNATIONAL PL 5TH FL CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6177863000 MAIL ADDRESS: STREET 1: C/O STATE STREET BANK & TRUST CO STREET 2: TWO INTERNATIONAL PL 5TH FL CITY: BOSTON STATE: MA ZIP: 02110 10-K 1 FORM 10-K 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, 1998 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: 333-04554 --------- ------------ J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP. (In Respect Of COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C3) - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-3789046 --------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 60 Wall Street New York, New York 10260 ---------------------------------------- -------- (Address of Principal Executive Offices) Zip Code (212) 648-3636 -------------------------------------------------- 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 January 31, 1999. Not Applicable. Number of shares of common stock outstanding as of January 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- J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C3 FORM 10-K INDEX Page ---- PART I. Item 1. Business.................................................. 4 Item 2. Properties................................................ 4 Item 3. Legal Proceedings......................................... 4 Item 4. Submission of Matters to a Vote of Security Holders....... 4 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............ 5 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 -3- PART I Item 1. Business The Annual Report on Form 10-K is being filed on behalf of J.P. Morgan Commercial Mortgage Finance Corp. (the "Registrant") with respect to its Mortgage Pass-Through Certificates, Series 1996-C3 (the "Certificates") by State Street Bank and Trust Company, solely in its capacity as trustee under the Pooling and Servicing Agreement dated as of June 1, 1996 (the "Pooling Agreement") among J.P. Morgan Commercial Mortgage Finance Corp. as depositor (the "Registrant"), Banc One Capital Markets, L.L.C. successor to Banc One Management and Consulting Corporation, as master servicer and special servicer (the "Master Servicer"), and State Street Bank and Trust Company, as trustee (the "Trustee"). The Certificates are and have been from time to time identified as the Registrant's Commercial Mortgage Pass-Through Certificates, Series 1996-C3. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Pooling Agreement. The information contained herein 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 referred item is omitted in reliance on the procedures outlined in numerous no-action letters issued by the Commission's Staff with respect to substantially similar trust 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 Annual Statements as to Compliance of Banc One Capital Markets, L.L.C. as master servicer and special servicer is annexed hereto as Exhibit 14(a)(1)(i) and Exhibit 14(a)(1)(ii), respectively. The Independent Accountant's Report of PricewaterhouseCoopers, LLP, relating to master servicing and special servicing of Banc One Capital Markets, L.L.C. required to be delivered to the Trustee is annexed hereto as Exhibit 14(a)(1)(iii). 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, or the Trustee with respect to the Trust Fund other than ordinary routine litigation, if any, incidental to the Trustee's, the Master 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 - 4 - Presently, there is no established trading market for the Certificates known to the Registrant. As of December 31, 1998 there are an aggregate of two (2) holders of all Classes of the Registrant's Commercial Mortgage Pass-Through Certificates Series 1996-C3 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 Pool 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) Information required by this item with respect to the security ownership of certain owners of the Certificates is annexed hereto as Exhibit 99.1. (b) Omitted. (c) Omitted. Item 13. Certain Relationships and Related Transactions Omitted. - 5 - PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a)(1) Financial Statements (i) The Statements of Compliance of Banc One Capital Markets, L.L.C. as master servicer and special servicer is annexed hereto as Exhibits 14(a)(1)(i) and 14(a)(1)(ii), respectively. (ii) The Independent Accountant's Report of PricewaterhouseCoopers LLP required to be delivered to the Trustee relating to Banc One Capital Markets, L.L.C. is annexed hereto as Exhibit 14(a)(1)(iii). (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 filed with the Commission, are incorporated into this Form 10-K by reference: 4. Pooling and Servicing Agreement dated as of June 1, 1996, by and among J.P. Morgan Commercial Mortgage Finance Corp., as depositor, Banc One Management and Consulting Corporation as master servicer and special servicer, and State Street Bank and Trust Company, as trustee and extension advisor. 99.1* Security Ownership of Certain Owners and Management. (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 13, 1998, reporting items 5 and 7. Report on Form 8-K dated November 2, 1998, reporting items 5 and 7. Report on Form 8-K dated December 7, 1998, reporting items 5 and 7. - ------------------ * Filed herewith - 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. 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 of proxy materials to the holders of its Certificates subsequent to the filing of this Form 10-K. - 7 - 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. J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP. (IN RESPECT OF ITS MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1996-C3 (a/k/a COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1996-C3) (Registrant)) Dated: March __, 1998 By: State Street Bank and Trust Company, solely in its capacity as Trustee of the Trust for the Registrant's Mortgage Pass-Through Certificates, Series 1996-C3 and not individually By:____________________________________ David Shepherd, Assistant Secretary - 8 - INDEX OF EXHIBITS Exhibit No. Description - ----------- ----------- 14(a)(1)(i) Statement of Compliance by Banc One Capital Markets, L.L.C. as Master Servicer 14(a)(1)(ii) Statement of Compliance by Banc One Capital Markets, L.L.C. as Special Servicer 14(a)(1)(iii) Independent Accountant's Report of PricewaterhouseCoopers, LLP, with respect to master servicing and special servicing by Banc One Capital Markets, L.L.C. 99.1 Security Ownership of Certain Registered Owners (with original principal balances). - 9 - EX-99.14(A)(1)(I) 2 STATEMENT OF COMPLIANCE EXHIBIT 14(a)(1)(i) Banc One Mortgage Paul Smyth Capital Markets, L.L.C. 1717 Main Street, 12th Floor, TX1-2495 Dallas, TX 75201 (214) 290-2505 (214) 290-3142/3415(facsimile) March 23, 1999 Mr. David Shepherd State Street Bank and Trust Company Two International Place 5th Floor Boston, Massachusetts 02110 Re: J.P. Morgan Commercial Mortgage Finance Corp. - Mortgage Pass-Through Certificates Series 1996-C3 Dear Mr. Shepherd: This Officer's Certificate is provided to you by Banc One Mortgage Capital Markets, L.L.C. ("BOMCM") pursuant to the terms outlined in Section 3.07 of the Servicing Agreement ("SA") dated as of February 1, 1996 related to the above referenced securitization for which BOMCM acts as Master Servicer. Capitalized terms used herein shall bear the meaning ascribed to them in the SA unless otherwise defined in this letter. The undersigned officer, on behalf of BOMCM, hereby informs you that (a) a review of the activities of BOMCM as Master Servicer and of its performance under the SA has been made under such officer's supervision during 1998; and (b) to the best of such officer's knowledge, based on such review, it has fulfilled all of its obligations under the SA throughout such period. Sincerely, BANC ONE MORTGAGE CAPITAL MARKETS, L.L.C. By: /s/ Paul Smyth ------------------------ Paul Smyth Managing Director of Servicing EX-99.14(A)(1)(II) 3 STATEMENT OF COMPLIANCE EXHIBIT 14(a)(1)(ii) BANC ONE MORTGAGE CAPITAL MARKETS, LLC Paul Smyth 1717 Main Street, 12th Floor Dallas, Texas 75201 Telephone: (214) 290-2505 Facsimile: (214) 290-3142 April 15, 1999 State Street Bank and Trust Corporate Trust Department 225 Franklin Street Boston, MA 02110 Attn: Karen Beard BANC ONE MORTGAGE CAPITAL MARKETS, LLC 1717 Main Street, 12th Floor Dallas, Texas 75201 Attn: Alan Wallace RE: J.P. Morgan Commercial Mortgage Finance Corp. - Mortgage Pass-Through Certificates for Series 1996-C3 Ladies and Gentlemen: The Officer's Certificate is provided to you by BANC ONE MORTGAGE CAPITAL MARKETS, LLC ("BOMCM") pursuant to Section 3.07 of that certain Servicing Agreement ("SA") dated as of February 1, 1996 relative to the above referenced securitization for which BOMCM acts as Special Servicer. Capitalized terms used herein shall bear the meaning ascribed to them in the SA unless otherwise defined in this letter. The undersigned officers, on behalf of BOMCM, hereby inform you (a) that, a review of the activities of BOMCM as Special Servicer and of its performance under the Servicing Agreement and the Pooling and Servicing Agreement has been made under the undersigneds' supervision for the period of time commencing January 1, 1998 through year end 1998, (b) that, to the best of such undersigneds' knowledge, based on such review, it has fulfilled all of its obligations under the agreements, throughout such period. Sincerely, BANC ONE MORTGAGE CAPITAL MARKETS, LLC, Special Servicer By: /s/ Paul Smyth /s/ Edgar L. Smith, II --------------------------- --------------------------- Paul Smyth Edgar L. Smith, II Managing Director Servicing Chief Operating Office EX-99.14(A)(1)(III) 4 STATEMENT OF COMPLIANCE EXHIBIT 14(a)(1)(iii) Page 1 of 2 [PRICEWATERHOUSECOOPERS LOGO] - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP 2001 Ross Avenue, Suite 1800 Dallas, TX 75201-2997 Telephone (214) 754-7900 Independent Accountant's Report To Banc One Mortgage Capital Markets, LLC: We have examined management's assertion about Banc One Mortgage Capital Markets LLC's ("BOMCM") 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 for which minimum servicing standards V.4 and VI.1 are inapplicable to such servicing according to the Mortgage Bankers Association) as of and for the year ended December 31, 1998 included in the accompanying management assertion. Management is responsible for BOMCM'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 BOMCM'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 BOMCM's compliance with the minimum servicing standards. In our opinion, management's assertion that BOMCM complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1998 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP Dallas, Texas February 22, 1999 Page 2 of 2 BancOne Mortgage Tel 800 887-6781 Capital Markets, LLC TX1-2498 1717 Main Street Suite 1400 Dallas, TX 75201-2498 [BANC ONE LOGO] February 22, 1999 PricewaterhouseCoopers 2001 Ross Avenue Suite 1800 Dallas, Texas 75201-2997 As of and for the year ended December 31, 1998, Banc One Mortgage Capital Markets, LLC ("BOMCC") has complied in all material aspects 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 VI.1., which the MBA has interpreted as inapplicable to such servicing.) As of and for this same period, BOMCM had in effect a fidelity bond and errors and omissions policy in the amount of $25 million. /s/ Edgar L. Smith, II - ------------------------- Edgar L. Smith, II Chief Operating Officer EX-99.1 5 SECURITY OWNERSHIP J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C3 EXHIBIT 99.1 PAGE 1 OF 2 ITEM 12.Security Ownership of Certain Beneficial Owners and Management As of December 31, 1998, the following persons were known to the Registrant to be the registered owners of more than 5% of the aggregate fractional undivided interest evidenced by each Class of the Certificates referenced below:
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL OF CLASS OF HOLDERS OF RECORD OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS -------- -------------------- ------------------------------ ------- Class A1 Cede & Co. $160,000,000.00 100% 55 Water Street New York, New York 10041 Class A1X Cede & Co. $160,000,000.00 100% 55 Water Street New York, New York 10041 Class A2 Cede & Co. $112,636,000.00 100% 55 Water Street New York, New York 10041 Class A2X Cede & Co. $112,636,000.00 100% 55 Water Street New York, New York 10041 Class B Cede & Co. $24,056,000.00 100% 55 Water Street New York, New York 10041 Class BCX Cede & Co. $50,116,000.00 100% 55 Water Street New York, New York 10041 Class C Cede & Co. $26,060,000.00 100% 55 Water Street New York, New York 10041 Class D Cede & Co. $14,032,000.00 100% 55 Water Street New York, New York 10041 Class E Cede & Co. $8,018,000.00 100% 55 Water Street New York, New York 10041 Class F Cede & Co. $26,060,000.00 100% 55 Water Street New York, New York 10041 PAGE 2 OF 2 Class G Cede & Co. $18,042,000.00 100% 55 Water Street New York, New York 10041 Class NR Cede & Co. $12,031,989.00 100% 55 Water Street New York, New York 10041 Class R1 CMI Investors 3, L.P. -0- 100% 2 Lincoln Center 5420 LBJ Freeway, Suite 515 Dallas, Texas 75240 Class R2 CMI Investors 3, L.P. -0- 100% 2 Lincoln Center 5420 LBJ Freeway, Suite 515 Dallas, Texas 75240 Class R3 CMI Investors 3, L.P. -0- 100% 2 Lincoln Center 5420 LBJ Freeway, Suite 515 Dallas, Texas 75240
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