-----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, WHFAKjbDh8e6VR/5RInyvspcED+78Obt0foVFwsXIlu4mjFM/4cHVsV3i0p3E2ce 62LokwxJ4QzAH0zPU4idFQ== 0001056404-01-000288.txt : 20010421 0001056404-01-000288.hdr.sgml : 20010421 ACCESSION NUMBER: 0001056404-01-000288 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20010419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DLJ COMMERCIAL MORT COMM PASS THR CER SER 1999-CG2 CENTRAL INDEX KEY: 0001088027 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 133956945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 333-59167-03 FILM NUMBER: 1606071 BUSINESS ADDRESS: STREET 1: 11000 BROKEN LAND PARKWAY STREET 2: C/O NORWEST BANK MINNESOTA NA CITY: COLUMBIA STATE: MD ZIP: 21044 BUSINESS PHONE: 4108842000 MAIL ADDRESS: STREET 1: 11000 BROKEN LAND PARKWAY STREET 2: C/O NORWEST BANK MINNESOTA NA CITY: COLUMBIA STATE: MD ZIP: 21044 10-K/A 1 0001.txt 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, 1999 or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 333-59167-03 DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 (Exact name of registrant as specified in its charter) New York 52-2182488 52-218490 52-218493 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) c/o Wells Fargo 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 24, 2000, on behalf of DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 established pursuant to the Pooling and Servicing Agreement among DLJ Commercial Mortgage Corp. as Depositor, GE Capital Loan Services, Inc. as Master Servicer, Banc One Mortgage Capital Markets, LLC. as Special Servicer, and Wells Fargo Bank Minnesota, National Association as Trustee and REMIC Administrator, pursuant to which the DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 registered under the Securities Act of 1933 the "Certificates") were issued. Item 14 of the original Form 10K is amended in its entirety to read 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, 1999. a) GE Capital Loan Services, Inc., as Servicer b) ORIX Real Estate Capital Markets, LLC as Special Servicer (99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 1999. a) GE Capital Loan Services, Inc., as Servicer b) ORIX Real Estate Capital Markets, LLC as Special Servicer (99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 1999. a) GE Capital Loan Services, Inc., as Servicer b) ORIX Real Estate Capital Markets, LLC as Special Servicer (99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) On October 25, 1999, and November 22, 199, and December 23, 1999, 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: DLJ Commercial Mortgage Corp. Commercial Mortgage Pass-Through Certificates Series 1999-CG2 Signed: Wells Fargo Bank Minnesota, N.A., as Trustee By: Sherri Sharps, Vice president By: /s/ Sherri Sharps, Vice president Dated: April 6, 2001 Exhibit Index Exhibit No. 99.1 Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 1999. a) GE Capital Loan Services, Inc., as Servicer b) ORIX Real Estate Capital Markets, LLC as Special Servicer 99.2 Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 1999. a) GE Capital Loan Services, Inc., as Servicer b) ORIX Real Estate Capital Markets, LLC as Special Servicer 99.3 Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 1999. a) GE Capital Loan Services, Inc., as Servicer b) ORIX Real Estate Capital Markets, LLC as Special Servicer 99.4 Aggregate Statement of Principal and Interest Distributions to Certificate Holders. Filed herewith. Previously filed. EX-99.1(A) 2 0002.txt ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT (LOGO)ARTHUR ANDERSEN REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To GE Capital Loan Services, Inc. We have examined management's accompanying assertion about GE Capital Loan Services, Inc.'s (GECLS) compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 1999, in relation to its servicing of multifamily and commercial mortgage loans and that GECLS had in effect a fidelity bond and errors and omissions policy in the amount of $550,000,000 as of December 31, 1999. Our examination included all third-party loan portfolios. Management is responsible for GECLS's compliance with those servicing standards and for maintaining a fidelity bond and errors and omissions policy. Our responsibility is to express an opinion on management's assertion 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 GECLS'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 GECLS's compliance with the minimum servicing standards. In our opinion, management's accompanying assertion that GECLS complied in all material respects with the aforementioned minimum servicing standards and had in effect a fidelity bond and errors and omissions policy in the amount of $550,000,000 as of December 31, 1999, is fairly stated, in all material respects. Arthur Andersen LLP Houston, Texas January 14, 2000 EX-99.1(B) 3 0003.txt ANNUAL INDEPENDANT ACCOUNTANT'S SERVICING REPORT PRICEWATERHOUSECOOPERS (LOGO) PricewaterhouseCoopers LLP 2001 Ross Avenue, Suite 1800 Dallas TX 75201-2997 Telephone (214) 999 1400 Report of Independent Accountants To ORIX Real Estate Capital Markets, LLC: We have examined management's assertion about ORIX Real Estate Capital Markets, LLC's ("ORECM") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") (except, for commercial loan and multifamily loan servicing, minimum servicing standards V.4 and VI.l, which the Mortgage Bankers Association has interpreted as inapplicable to such servicing) as of and for the year ended December 31, 1999 included in the accompanying management assertion. Management is responsible for ORECM's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the entity's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about ORECM's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on ORECM's compliance with the minimum servicing standards. In our opinion, management's assertion that ORECM complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 1999 is fairly stated, in all material respects. PricewaterhouseCoopers LLP February 18, 2000 EX-99.2(A) 4 0004.txt REPORT OF MANAGEMENT (LOGO) GE Capital Real Estate GE Capital Loan Services, Inc. P.O. Box 671588, Houston,TX 77267 363 North Sam Houston Parkway East, Suite 1200 Houston, TX 77060 281-405-7000 January l4,2000 Arthur Andersen LLP 711 Louisiana Street Suite 1300 Houston, Texas 77002 As of and for the year ended December 31, 1999, GE Capital Loan Services, Inc.'s ("GECLS") servicing of multi-family and commercial mortgage loans has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. GECLS's Fidelity Bond and Errors and Omissions policies provide coverage of up to $550,000,000 as of December 31, 1999. For other errors and omission liabilities GECLS is self-insured for risks of errors and omissions in the performance of its commercial mortgage loan servicing business by General Electric Capital Corporation, its corporate parent. Joseph F. Beggins President and Chief Executive Officer J:\LEGAL\OTHER DEPTS\AON INSURANCE CONFIRMATION LETTER.DOC EX-99.2(B) 5 0005.txt REPORT OF MANAGEMENT ORIX (LOGO) February 18, 2000 PricewaterhouseCoopers 2001 Ross Avenue Suite 1800 Dallas, Texas 75201-2997 As of and for the year ended December 31, 1999, ORIX Real Estate Capital Markets ("ORECM"), which was doing business as Bane One Mortgage Capital Markets, LLC until July 12, 1999, has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("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, ORECM had in effect a fidelity bond and errors and omissions policy in the amount of $25 million. The Company has established and maintains custodial accounts with federally insured depository institutions in accordance with the servicing agreements requirement for Eligible Accounts. Custodial balances are invested in accordance with the servicing agreements requirement for Permitted Investments. Permitted Investments may include commercial paper and money market mutual funds with non-federally insured financial institutions which meet the minimum rating requirements specified by the applicable servicing agreement. Edgar L. Smith, II Chief Operating Officer EX-99.3(A) 6 0006.txt ANNUAL STATEMENT OF COMPLIANCE (LOGO) GE GE Capital Real Estate GE Capital Loan Services, Inc. P.O. Box 671588, Houston, TX 77267 363 North Sam Houston Parkway East, Suite 1200 Houston, TX 77060 281 405-7000 March 6, 2000 Norwest Bank Minnesota, National Association, as Trustee 11000 Broken Land Parkway Columbia, Maryland 21044-3562 Attention: Sharon Surguy Corporate Trust Services (CMBS)-DLJ Commercial Mortgage Corp., Series 1999-CG2 ORIX Real Estate Capital Markets, LLC, formerly known as Banc One Mortgage Capital Markets, LLC, as Special Servicer 1717 Main Street, 14th Floor Dallas, Texas 75201 Attention: DLJ Commercial Mortgage Corp., Series 1999-CG2 DLJ Commercial Mortgage Corp., as Depositor 277 Park Avenue, 9th Floor New York, New York 10172 Attention: N. Dante La Rocca Allied Capital, as Controlling Class Representative 1919 Pennsylvania Avenue, NW Washington, DC 20006-3434 Attention: DLJ Commercial Mortgage Corp., Series 1999-CG2 Donaldson, Lufkin & Jenrette Securities Corporation, as Underwriter 277 Park Avenue, 9th Floor New York, New York 10172 Attention: N. Dante La Rocca Merrill, Lynch, Pierce, Fenner & Smith Incorporated, as Underwriter World Financial Center, North Tower 26th Floor New York, New York 10281 Attention: Barry Blattman Re: Annual Statement as to Compliance Commercial Mortgage Pass-Through Certificates, Series 1999-CG2 In accordance with Section 3.13 of the Pooling and Servicing Agreement (the "Agreement") dated as of June 1, 1999, entered into in connection with the above-referenced Certificates, the undersigned officer of GE Capital Loan Services, Inc. (the "Master Servicer") hereby certifies that (i) a review of the activities of the Master Servicer for the period of time from June 1, 1999 through December 31, 1999 and of its performance under the Agreement has been made under such officer's supervision, (ii) to the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all its obligations under the Agreement in all material respects throughout such period, and (iii) the Master Servicer has received no notice regarding qualification, or challenge to the status, of any REMIC Pool as a REMIC or of either Grantor Trust Pool, as a Grantor Trust from the Internal Revenue Service or any other governmental agency or body. Pat McEntee, Vice President, on behalf of GE Capital Loan Services, Inc., in its capacity as Master Servicer \\HOU1CREGE\SHARE\Legal\2000 Officer Certs\2000OffCert.132.doc A GE Capital Services Company EX-99.3(B) 7 0007.txt ANNUAL STATEMENT OF COMPLIANCE ORIX Real Estate Capital Markets, LLC Paul Smyth 1717 Main Street, 12th Floor Dallas, TX 75201 214-237-2010 March 3, 2000 ANNUAL STATEMENT AS TO COMPLIANCE Special Servicing Ladies and Gentlemen: This Officer's Certificate is provided to you by ORIX Real Estate Capital Markets, LLC ("ORECM") pursuant to the terms outlined in the applicable sections of certain Agreements as referenced in the attached Exhibit A, relative to the securitization for which ORECM serves as Special Servicer. The undersigned officer, on behalf of ORECM, hereby inform you (i) that, a review of the activities of ORECM as Special Servicer and of its performance under each respective agreement has been made under the undersigned's supervision for the period of time commencing January 1, 1999 through December 31, 1999 or a portion thereof, (ii) that, to the best of such undersigned's knowledge, based on such review, it has fulfilled all of its obligations under the agreement and has maintained an effective internal control system relating to its servicing of the Mortgage Loans serviced by it, throughout such period, and (iii) that, the undersigned has received no notice regarding qualification, nor challenging the status of the REMIC's from the IRS or any other governmental body. Also, please find attached, an Annual Independent Public Accountant's Servicing Report performed by Pricewaterhouse Coopers, L.L.P. relative to the assets being serviced by ORECM for the period beginning January 1, 1999 through December 31, 1999. Duplicates of these documents are being simultaneously sent to all parties listed on Exhibit B for receipt by March 15, 2000. If you have any questions or comments relative to the attached documents, please call me at 214-237-2010. Sincerely, ORIX Real Estate Capital Markets, LLC By: Paul Smyth Managing Director, Servicing Attachments: Annual Independent Public Accountant's Servicing Report Exhibit A Exhibit B -----END PRIVACY-ENHANCED MESSAGE-----