-----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, LtgjatJ7iTnYSIaIqqFQJ1brpBIGvmiZbyqHwgKGKxikjv/9J3r9uu4cZYY5YLIa EdN6DdCMIlKufsa0OHWUKw== 0001005477-99-001804.txt : 19990415 0001005477-99-001804.hdr.sgml : 19990415 ACCESSION NUMBER: 0001005477-99-001804 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN J P COMM MORT FN COR COM MT PS THRU CERT SER 1995-C1 CENTRAL INDEX KEY: 0001059028 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133789046 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 033-89374-04 FILM NUMBER: 99593975 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: 225 FRANKLIN ST 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: 33-89374-04 J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP. (In Respect Of COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1995-C1) - -------------------------------------------------------------------------------- (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 |_| No |X| 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 1995-C1 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......... 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 -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") by State Street Bank and Trust Company, solely in its capacity as trustee under the Pooling and Servicing Agreement dated as of July 1, 1995 (the "Pooling Agreement") among J.P. Morgan Commercial Mortgage Finance Corp., as depositor (the "Registrant"), Banc One Mortgage Capital Market, LLC successor to Banc One Management and Consulting Corporation, as master servicer and special servicer (the "Master Servicer"), AMRESCO Management, Inc., as special servicer (the "Special Servicer") and State Street Bank and Trust Company, as trustee (the "Trustee") and is filed with respect to the Trust Fund created under the Pooling Agreement and the Registrant's Mortgage Pass-Through Certificates Series 1995-C1 issued thereunder (the "Certificates"). The Certificates have been sometimes identified as the Registrant's Commercial Mortgage Pass-Through Certificates Series 1995-C1. 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 Loan 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 Statement as to Compliance of Banc One Mortgage Capital Market, LLC, as master servicer and special servicer under that certain servicing agreement relating to the Trust Fund referenced in the Pooling Agreement is annexed hereto as Exhibit 14(a)(1)(i) and Exhibit 14(a)(1)(ii), respectively. The Annual Statement of Compliance of the Special Servicer is annexed hereto as Exhibit 14(a)(i)(iv). The Independent Accountant's Report of PricewaterhouseCoopers LLP, an independent public accountant, relating to master servicing and special servicing by Banc One Management and Consulting Corporation is attached hereto as Exhibit 14(a)(1)(iii). The Annual Servicing Report of Deloitte & Touche LLP, an independent public accountant, relating to the Special Servicer is annexed hereto as Exhibit 14(a)(i)(v). 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 with respect to the Trust Fund other than ordinary routine litigation, if any, incidental to the Trustee's, the Master Servicer's, the Special Servicer's or the Registrant's duties under the Pooling Agreement and not material when taken as a whole. - 4 - 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 training market for the Certificates known to the Registrant. As of December 31, 1998, there are an aggregate of four (4) holders of all Classes of the Registrant's Mortgage Pass-Through Certificates Series 1995-C. 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 beneficial owners of the Certificates is annexed hereto as Exhibit 99.1. (b) Omitted. (c) Omitted. - 5 - Item 13. Certain Relationships and Related Transactions Omitted. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a)(1) Financial Statements (i) The Statements of Compliance delivered by Banc One Mortgage Capital Markets LLC, as master servicer and special servicer for the Trust Fund relating to the Certificates are annexed hereto as Exhibit 14(a)(1)(i) and Exhibit 14(a)(1)(ii), respectively. (iii) The Independent Accountant's Report of PricewaterhouseCoopers LLP, an independent public accountant, relating to master servicing and special servicing by Banc One Mortgage Capital Markets LLC under that certain servicing agreement relating to the Trust referenced in the Pooling Agreement is annexed hereto as Exhibit 14(a)(1)(iii). (iv) The Statement of Compliance delivered by AMRESCO Management, Inc., as special servicer for the Trust Fund relating to the Certificates are annexed hereto as Exhibit 14(a)(1)(iv). (v) The Independent Accountant's Report of Deloitte & Touche LLP, an independent public accountant, relating to special servicing by AMRESCO Management, Inc. under that certain servicing agreement relating to the Trust referenced in the Pooling Agreement is annexed hereto as Exhibit 14(a)(1)(v). (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 July 1, 1995, by and among J.P. Morgan Commercial Mortgage Finance Corp., as depositor, Banc One Management and Consulting Corporation as master servicer and special servicer, AMRESCO Management, Inc. as special servicer, and State Street Bank and Trust Company, as Trustee. 99.1* Security Ownership of Certain Beneficial Owners. (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 or 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 SECURITIES, INC. (IN RESPECT OF MORTGAGE PASS- THROUGH CERTIFICATES, SERIES 1995-C1 a/k/a Commercial Mortgage Pass-Through Certificates, Series 1995-C1) (Registrant)) Dated: April 14, 1998 By: State Street Bank and Trust Company, solely in its capacity as Trustee of the Trust Fund for the Registrant's Mortgage Pass- Through Certificates, Series 1995-C1 and not individually By: /s/ David Shepherd -------------------------------------------------- David Shepherd, Assistant Secretary - 8 - INDEX OF EXHIBITS Exhibit No. Description 14(a)(1)(i) Statement of Compliance delivered by Banc One Mortgage Capital Markets LLC, as master servicer. 14(a)(1)(ii) Statement of Compliance delivered by Banc One Mortgage Capital Markets, LLC, as special servicer. 14(a)(1)(iii) Independent Accountant's Report of PricewaterhouseCoopers LLP, an independent public accountant with respect to master servicing and special servicing by Banc One Mortgage Capital Markets LLP. 14(a)(1)(iv) Statement of Compliance delivered by AMRESCO Management, Inc. as special servicer. 14(a)(1)(v) Independent Accountant's Report of Deloitte & Touche LLP, an independent public accountant, with respect to servicing by AMRESCO Management, Inc. 99.1 Security Ownership of Certain Beneficial Owners (with original principal balances). - 9 - EX-99.14(A)(1)(I) 2 OFFICER'S CERTIFICATE EXHIBIT 14(a)(1)(i) Banc One Mortgage Paul Smyth 1717 Main Street, 12th Floor, TX1-2495 Capital Markets, LLC. Dallas, TX 75201 (214) 290-2505 (214) 290-3142/3416 (facsimile) psmyth@bomcm.com 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 Finance Corp. - Mortgage Pass-Through Certificates Series 1995-C1 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 it 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 OFFICER'S CERTIFICATE 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 Morgan Guaranty Trust Company of New York c/o J.P. Morgan Securities Inc., as agent 60 Wall Street New York, NY 10260-0060 Attn: Nancy S. Alto, Vice President BANC ONE MORTGAGE CAPITAL MARKETS, LLC 1717 Main Street, 12th Floor Dallas, TX 75201 Attn: Alan Wallace RE: J.P. Morgan Commercial Mortgage Finance Corp. -- Mortgage Pass Through Certificates for Series 1995-C1 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 of which BANC ONE MORTGAGE CAPITAL MARKETS, LLC acts as a 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 BANC ONE MORTGAGE CAPITAL MARKETS, LLC, hereby inform you (a) that, a review of the activities of BOMCM, LLC 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 By: /s/ Edgar L. Smith, II --------------------------- -------------------------- Paul Smyth Edgar L. Smith, II Managing Director Servicing Chief Operating Officer EX-99.14(A)(1)(III) 4 INDEPENDENT ACCOUNTANT'S REPORT 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-99.14(A)(1)(IV) 5 STATEMENT OF COMPLIANCE EXHIBIT 14(a)(1)(iv) Page 1 of 3 [AMRESCO LOGO] April 1, 1999 BY CERTIFIED MAIL RETURN RECEIPT REQUESTED State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 Attention: Corporate Trust Department Banc One Management and Consulting Corporation 1717 Main Street Dallas, Texas 75201 Attention: Grace Holst Ladies and Gentlemen: Reference is made to the Servicing Agreement (the "Servicing Agreement") dated as of June 1, l995, among Morgan Guaranty Trust Company of New York, as Initial Related Owner, Banc One Management and Consulting Corporation ("Banc One"), as Master Servicer, and AMRESCO Management, Inc. ("AMI"), as Primary Servicer and Special Servicer. All rights, duties and obligations of Morgan Guaranty Trust Company of New York as Related Owner have been assigned to State Street Bank and Trust Company, as Trustee, pursuant to the Pooling and Servicing Agreement dated as of July 1, 1995, among J.P. Morgan Commercial Mortgage Finance Corp., as Depositor, Banc One, as Master Servicer and Special Servicer, AMI, as Special Servicer, and State Street Bank and Trust Company, as Trustee, entered into in connection with J.P. Morgan Commercial Mortgage Finance Corp. Mortgage Pass-Through Certificates, Series 1995-C1 (the "PSA"). Throughout 1998, AMI retained its role as Special Servicer under the Servicing Agreement and PSA and, effective August 1, 1997, delegated all of its remaining rights, duties and obligations under the Servicing Agreement and the PSA to AMRESCO Services, L.P. As Vice President of AMI and with respect to Special Servicing, I have delegated to specified officers ("Officers") the responsibility for reviewing and monitoring the activities of AMI, and of our performance under the Servicing Agreement and the PSA. 700 North Pearl Street o Suite 2400 o LB 342 o Dallas, Texas 75201-7424 214-953-7700 http://www.amresco.com Page 2 of 3 State Street Bank and Trust Company Banc One Management and Consulting Corporation April 1, 1999 Page 2 Accordingly, pursuant to Section 3.07 of the Servicing Agreement and in accordance with certifications made to me by each of the Officers, AMI certifies the following: (1) A review of the activities of AMI for the period from January 1, 1998 to December 31, 1998, and of its performance under the Servicing Agreement and the PSA has been made under the supervision of the Officers, who have in turn been under my supervision; and (2) To the best of my knowledge and the Officers' knowledge, based on such review, AMI has fulfilled its obligations as Special Servicer in all material respects under the Servicing Agreement and the PSA throughout the period from January 1, 1998 to December 31, 1998. Please refer to the enclosed independent accountants' report dated February 9, 1999, delivered pursuant to Section 3.08 of the Servicing Agreement, which discusses the results of their review of AMI's activities under the Servicing Agreement and the PSA and which is incorporated herein by reference. Very truly yours, /s/ Michael Carp Michael Carp Vice President AMRESCO Management, Inc. Enclosures cc: J.P. Morgan Commercial Mortgage Finance Corp. 60 Wall Street New York, New York 10260 Attention: Ms. Nancy Alto Page 3 of 3 State Street Bank and Trust Company Banc One Management and Consulting Corporation April 1, 1999 Page 3 Enclosure Duff & Phelps Credit Rating Co. 55 East Monroe Street Chicago, Illinois 60603 Attention: Structured Finance, Commercial Real Estate Monitoring Standard & Poor's Rating Service 25 Broadway New York, New York 10004 Attention: Commercial Mortgaged Backed Securities Surveillance EX-99.14(A)(1)(V) 6 INDEPENDENT ACCOUNTANT'S REPORT EXHIBIT 14(a)(1)(v) Page 1 of 5 [DELOITTE & TOUCHE LOGO] - -------------------------------------------------------------------------------- Deloitte & Touche LLP Telephone: (214) 777-7000 Suite 1600 Chase Tower 2200 Ross Avenue Dallas, Texas 76201-6778 INDEPENDENT ACCOUNTANTS' REPORT To the Board of Directors of AMRESCO Management, Inc.: We have examined management's assertion about AMRESCO Management Inc.'s (the "Company") compliance with the Company's servicing standards identified in Appendix A to such assertion as of and for the year ended December 31, 1998. Such standards were established by management based on the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). Management is responsible for AMRESCO's compliance with these 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 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 servicing standards or its servicing agreements. In our opinion, management's assertion that AMRESCO Management, Inc. complied with its established servicing standards identified in Appendix A to such assertion as of and for the year ended December 31, 1998, is fairly stated, in all material respects. /s/ Deloitte & Touche LLP February 9, 1999 [Deloitte Touche Tohmatsu logo] Page 2 of 5 [AMRESCO LOGO] February 9, 1999 Deloitte & Touche LLP Texas Commerce Tower 2200 Ross Avenue, Suite 1600 Dallas, Texas 75201 Dear Sirs: As of and for the year ended December 31, 1998, AMRESCO Management, Inc., a subsidiary of AMRESCO, INC., has complied in all material respects with the minimum servicing standards set forth in Appendix A. Such standards were established by AMRESCO Management Inc. based on the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). A list of the portfolios covered by this representation is included in Appendix B. For the period January 1, 1998 through December 30, 1998 AMRESCO Management, Inc. had in effect a fidelity bond in the amount of $23,000,000, errors and omissions liability coverage in the amount of $10,000,000, and mortgage impairment protection in the amount of $23,000,000. Beginning December 31, 1998, AMRESCO Management, Inc. increased its coverage, resulting in a fidelity bond in the amount of $43,000,000, and mortgage impairment protection in the amount of $43,000,000. Errors and omissions liability coverage remained at $10,000,000.00. /s/ Don M. Skidmore /s/ Ron Kirkland - -------------------------------- -------------------------------- Don M. Skidmore Ron Kirkland, Senior Vice Senior Vice President President and Chief Accounting AMRESCO, INC. Officer AMRESCO, INC. /s/ Elaine Miller - -------------------------------- Elaine Miller Director, Loan Servicing AMRESCO, INC. AMRESCO, INC. 700 North Pearl Street o Suite 2400 o LB 342 o Dallas, Texas 75201-7424 214-953-7700 http://www.amresco.com Page 3 of 5 APPENDIX A AMRESCO MANAGEMENT, INC. SERVICING STANDARDS I. CUSTODIAL BANK ACCOUNTS 1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall: o be mathematically accurate; o be prepared within forty-five (45) calendar days after the cutoff date; o be reviewed and approved by someone other than the person who prepared the reconciliation; and o document explanations for reconciling items. These reconciling items shall be resolved within ninety (90) calendar days of their original identification. 2. Funds of the servicing entity shall be advanced in cases where there is an overdraft in an investor's or a mortgagor's account. 3. Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor. 4. Escrow funds held in trust for a mortgagor shall be returned to the mortgagor within thirty (30) calendar days of payoff of the mortgage loan. II. MORTGAGE PAYMENTS 1. Scheduled mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt. 2. Scheduled mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two business days of receipt. 3. Scheduled mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items in accordance with the mortgagor's loan documents. 4. Mortgage payments identified as loan payoffs or other nonscheduled payments shall be allocated in accordance with the mortgagor's loan documents. III. DISBURSEMENTS 1. Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel. 2. Disbursements made on behalf of a mortgagor or investor shall be posted within two business days to the mortgagor's or investor's records maintained by the servicing entity. - 1 - Page 4 of 5 3. Tax and insurance payments shall be made on or before the penalty or insurance policy expiration dates, as indicated on tax bills and insurance premium notices, respectively, provided that such support has been received by the servicing entity at least thirty (30) calendar days prior to these dates. 4. Any late payment penalties paid in conjunction with the payment of any tax bill or insurance premium notice shall be paid from the servicing entity's funds and not charged to the mortgagor, unless the late payment was due to the mortgagor's error or omission. 5. Amounts remitted to investors per the servicer's investor reports shall agree with canceled checks, or other form of payment, or custodial bank statements. 6. Unused checks shall be safeguarded so as to prevent unauthorized access. IV. INVESTOR ACCOUNTING AND REPORTING 1. The servicing entity's investor reports shall agree with, or reconcile to, investors' records on a monthly basis as to the total unpaid principal balance and number of loans serviced by the servicing entity. V. MORTGAGE LOAN ACCOUNTING 1. The servicing entity's mortgage loan records shall agree with, or reconcile to, the records of mortgagors with respect to the unpaid principal balance on a monthly basis. 2. Adjustments on ARM loans shall be computed based on the related mortgage note and any ARM rider. 3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan documents, on an annual basis or as required by the servicing agreement. 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the servicing agreements. VI. DELINQUENCIES 1. Records documenting collection efforts shall be maintained during the period a loan is in default and shall be updated at least monthly. Such records shall describe the entity's activities in monitoring delinquent loans including, for example, phone calls, letters and mortgage payment rescheduling plans. VII. INSURANCE POLICIES 1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity throughout the reporting period in the amount of coverage represented to investors in management's assertion. - 2 - Page 5 of 5 APPENDIX B - -------------------------------------------------------------------------------- Contract Date Portfolio Trustee - -------------------------------------------------------------------------------- 18-May-94 Cal Fed O'Connor Group - -------------------------------------------------------------------------------- 24-Oct-94 BT/SAP Pool C Assoc. Bankers Trust/Sterling - -------------------------------------------------------------------------------- 17-Jun-94 AB Holdings O'Connor Group - -------------------------------------------------------------------------------- 01-Jun-94 BCS/Centerbank Cargill - -------------------------------------------------------------------------------- 07-Feb-95 MBLAC NY REO Assoc. Bankers Trust/Sterling - -------------------------------------------------------------------------------- 18-Dec-92 RTC Mortgage Trust 1992-N1 Bankers Trust/Sterling & RTC - -------------------------------------------------------------------------------- 31-Jan-94 RTC Mortgage Trust 1994-N1 Bankers Trust/Sterling & RTC - -------------------------------------------------------------------------------- 15-Dec-94 RTC Mortgage Trust 1994-N2 Bankers Trust/Sterling & RTC - -------------------------------------------------------------------------------- 05-Oct-93 RTC Mortgage Trust 1993-N3 Bankers Trust/Sterling & RTC - -------------------------------------------------------------------------------- 09-Jun-95 CS First Boston First Boston - -------------------------------------------------------------------------------- 09-Jun-95 Praedium Pacific First Boston/Praedium Pacific - -------------------------------------------------------------------------------- 29-Nov-94 ACP Mortgage O'Connor Group - -------------------------------------------------------------------------------- 01-Apr-94 1994-M1 (Brazos Partners) State Street Bank & Trust - -------------------------------------------------------------------------------- 15-Mar-93 1988-NB (NationsBank) Bank of New York - -------------------------------------------------------------------------------- 01-Aug-91 1991-M1 (RTC/FDIC) State Street Bank & Trust - -------------------------------------------------------------------------------- 01-Nov-91 1991-M5 (RTC/FDIC) State Street Bank & Trust - -------------------------------------------------------------------------------- 01-Feb-92 1992-C1 (RTC/FDIC) Chemical Bank - -------------------------------------------------------------------------------- 01-Jul-92 1992-C5 (RTC/FDIC) Bank of America - -------------------------------------------------------------------------------- 01-Oct-92 1992-CHF (RTC/FDIC) Bank of America - -------------------------------------------------------------------------------- 01-Mar-93 1993-C2 (RTC/FDIC) State Street Bank & Trust - -------------------------------------------------------------------------------- 01-Nov-94 1994-C2 (RTC/FDIC) First National Bank of Chicago - -------------------------------------------------------------------------------- 01-Jul-95 1995-C1 (JP Morgan) State Street Bank & Trust - -------------------------------------------------------------------------------- 01-Jan-96 1996-C2 (JP Morgan) State Street Bank & Trust - -------------------------------------------------------------------------------- 01-May-96 1996-1 (NationsLink) Chase Manhattan Bank - -------------------------------------------------------------------------------- 01-Aug-96 1996-PML (Penn Mutual) LaSalle National Bank - -------------------------------------------------------------------------------- 01-Mar-96 Nomura 1996 D-2 LaSalle National Bank - -------------------------------------------------------------------------------- 27-Mar-97 Nomura 1997-D4 LaSalle National Bank - -------------------------------------------------------------------------------- 01-Jun-97 MSCI 1997-HFI LaSalle National Bank - -------------------------------------------------------------------------------- 11-Aug-97 GSM 1997-GL LaSalle National Bank - -------------------------------------------------------------------------------- 01-Sep-97 SASCO 1997-C1 LaSalle National Bank - -------------------------------------------------------------------------------- 24-Oct-97 Nomura 1997-D5 LaSalle National Bank - -------------------------------------------------------------------------------- 01-Nov-97 CSFB 1997-PSI State Street Bank & Trust - -------------------------------------------------------------------------------- 04-Feb-98 Nomura 1998-ST 1 LaSalle National Bank - -------------------------------------------------------------------------------- 01-Apr-98 SASCO 1998-C2 LaSalle National Bank - -------------------------------------------------------------------------------- 15-May-98 GS 1998-GSFL LaSalle National Bank - -------------------------------------------------------------------------------- 01-Oct-98 CSFB 1998-PS2 State Street Bank & Trust - -------------------------------------------------------------------------------- 01-Jun-98 Bear Stearns 1998-C1 LaSalle National Bank - -------------------------------------------------------------------------------- 01-Sep-97 JPMC 1997-C5 LaSalle National Bank - -------------------------------------------------------------------------------- 01-Jun-97 ACMF 1997-C1 LaSalle National Bank - -------------------------------------------------------------------------------- 01-Jun-97 CCMSC 1997-1 LaSalle National Bank - -------------------------------------------------------------------------------- 11-Sep-98 CAPCO 1998-D7 LaSalle National Bank - -------------------------------------------------------------------------------- 01-Mar-98 Merrill Lynch 98-C2 Norwest Bank Minnesota - -------------------------------------------------------------------------------- 01-Sep-98 Artesia 98-C1 LaSalle National Bank - -------------------------------------------------------------------------------- EX-99.1 7 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS J.P. MORGAN COMMERCIAL MORTGAGE FINANCE CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1995-C1 EXHIBIT 99.1 PAGE 1 OF 2 ITEM 12. Security Ownership of Certain Beneficial Owners As of December 31, 1998, 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:
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL OF CLASS OF BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS -------- --------------------- ------------------------------ ------- Class A1 Cede & Co. $84,195,000.00 100% 55 Water Street New York, New York 10041 Class A1X Cede & Co. $84,195,000.00 100% 55 Water Street New York, New York 10041 Class A2 Cede & Co. $31,155,000.00 100% 55 Water Street New York, New York 10041 Class A2X Cede & Co. $31,155,000.00 1005 55 Water Street New York, New York 10041 Class B Cede & Co. $10,329,000.00 100% 55 Water Street New York, New York 10041 Class C Cede & Co. $12,051,000.00 100% 55 Water Street New York, New York 10041 Class D Cede & Co. $6,886,000.00 100% 55 Water Street New York, New York 10041 Class DX Cede & Co. $29,266,000.00 100% 55 Water Street New York, New York 10041 Class E Cede & Co. $7,747,000.00 100% 55 Water Street New York, New York 10041 Class F Cede & Co. $7,747,000.00 100% 55 Water Street New York, New York 10041
PAGE 2 OF 2 Class G Cede & Co. $5,508,800.00 80% 55 Water Street New York, New York 10041 LaSalle National Bank, Trustee $1,377,200.00 20% Morgan Stanley Capital I Inc. 135 S. LaSalle Street, Suite 1625 Chicago, Illinois 60674 Class NR Cede & Co. $3,721,417.00 72% 55 Water Street New York, New York 10041 LaSalle National Bank, Trustee $1,244,090.00 24% Morgan Stanley Capital I Inc. 135 S. LaSalle Street, Suite 1625 Chicago, Illinois 60674 Class RI CMI Investors II, Limited Partnership -0- 100% 2 Lincoln Center 5420 LBJ Freeway, Suite 515 Dallas, Texas 75240 Class RII CMI Investors II, Limited Partnership -0- 100% 2 Lincoln Center 5420 LBJ Freeway, Suite 515 Dallas, Texas 75240
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