Item 1. Business.
Omitted pursuant to a request to the Securities and Exchange Commission for an exemption of Mortgage Capital Funding, Inc. ("MCFI" or the "registrant") pursuant to Section 12(h) of the Securities Exchange Act of 1934 (the "12(h) Exemption"), filed by Thacher Proffitt & Wood on behalf of the registrant on October 17, 1995.
Item 2.
Item 2. Properties.
The Trust did not acquire any mortgaged property in connection with the foreclosure of a defaulted Mortgage Asset or otherwise. As of December 31, 1996, no mortgage loan had a principal balance greater than 10% of the aggregate principal balance of the Mortgage Pool.
Item 3.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceeding involving the Mortgage Properties, or to the extent related to the Trust Fund, any of MCFI, the sponsor (the "Sponsor"), Citibank, N.A. ("Citibank"), as mortgage loan seller, GMAC Commercial Mortgage Corporation ("GMAC") as master servicer (the "Master Servicer"), and as successor in interest to Hanford/Healy Asset Management Company, as special servicer (the "Special Servicer") or the trust (the "Trust") evidenced by the registrant's Mortgage Pass-Through Certificates, Series 1996-MC1 (the "Certificates"), or State Street Bank and Trust Company, as trustee (the "Trustee") or REMIC administrator (the "REMIC Administrator"), for the Certificates, other than routine litigation incidental to the duties of the Sponsor, Citibank, the Master Servicer, the Special Servicer or the Trustee under the Pooling and Servicing Agreement (the "Pooling Agreement") dated as of July 1, 1996 between the Sponsor, Citibank, as mortgage loan seller, the Master Servicer, the Special Servicer and the Trustee.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder's Matters.
(a) There is no established public trading market for the Certificates. To the best of the registrant's knowledge, there are no reported high and low bid quotations for any of the Certificates.
(b) As of December 31, 1996, the number of record holders of the registrant's Mortgage Pass- Through Certificates, Series 1996-MC1: 12.
(c) Omitted pursuant to the 12(h) Exemption.
Item 6.
Item 6. Selected Financial Data.
Omitted pursuant to the 12(h) Exemption.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Omitted pursuant to the 12(h) Exemption.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Omitted pursuant to the 12(h) Exemption.
Item 9.
Item 9. Disagreements on Accounting and Financial Disclosure.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Omitted pursuant to the 12(h) Exemption.
Item 11.
Item 11. Executive Compensation.
Omitted pursuant to the 12(h) Exemption.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) As of December 31, 1996, 100% of all the publicly offered Mortgage Pass-Through Certificates, Series 1996-MC1 were held as of record by Cede & Co., 55 Water Street, New York, New York 10041.
(b) Omitted pursuant to the 12(h) Exemption.
(c) Omitted pursuant to the 12(h) Exemption.
Item 13.
Item 13. Certain Relationships and Related Transactions.
(a)(1) Omitted pursuant to the 12(h) Exemption.
(a)(2) Omitted pursuant to the 12(h) Exemption.
(a)(3) The Issuer has been informed that GMAC Commercial Mortgage Corporation as of December 31, 1996, was beneficial owner of Certificates issued by the Trust with an outstanding principal amount of $18,088,000 and a Notional Amount of $242,000,000. GMAC Commercial Mortgage Corporation serves as Master Servicer and Special Servicer under the Pooling Agreement for which it receives a master servicing fee, equal, on a per annum basis, to 0.14% to 2.005% per annum of the outstanding principal balance of each Mortgage Loan (with an initial weighted average rate applicable to such Mortgage Loans of 0.234% per annum). GMAC as Master Servicer is also entitled to retain all assumption and modification fees, late payment charges and penalty interest in excess of interest at the related Mortgage Rate received on or with respect to Mortgage Loans serviced thereby and certain other fees as specified in the Pooling Agreement. In 1996, GMAC received a fee for these services of $174,002.03 (including the Standby Fee payable to the Special Servicer) net of sub-servicing and trustee fees. The Special Servicer will be entitled to certain Standby Fees, Special Servicing Fees, Workout Fees and Liquidation Fees. The Standby Fee accrues as to each Mortgage Loan at a rate of .005% per annum which will be payable out of the Master Servicing Fee. For 1996, the Special Servicer did not receive any Special Servicing Fees, Workout Fees or Liquidation Fees.
(a)(4) None.
(b) Omitted pursuant to the 12(h) Exemption.
(c) Omitted pursuant to the 12(h) Exemption.
(d) Omitted pursuant to the 12(h) Exemption.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) (1) Annual Statement of Compliance, pursuant to Pooling Agreement and participation agreements referred to therein.
Delivered by GMAC Commercial Mortgage Corporation as Master Servicer and Special Servicer.
(2) Annual Servicing Report from independent public accountants, pursuant to Pooling Agreement and participation agreements referred to therein.
(i) Delivered by Master Servicer.
(ii) Omitted as no Mortgage Loans became Specially Serviced Mortgage Loans or REO Properties during the time period covered by this 10-K.
(b) Reports on Form 8-K. During the last quarter of the prior calendar year, no Reports on Form 8-K were filed by the registrant.
(c) (1) Articles of incorporation of MCFI have been previously filed with the Securities and Exchange Commission.
(2) By-laws of MCFI have been previously filed with the Securities and Exchange Commission.
(3) Pooling and Servicing Agreement dated as of July 1, 1996 among the Sponsor, Citibank, N.A. as Seller, the Master Servicer, Hanford/Healy Asset Management Company, as Special Servicer, and State Street Bank and Trust Company as Trustee and REMIC Administrator has been previously filed in a Report on Form 8-K dated July 10, 1996.
(d) As required pursuant to the 12(h) Exemption, information aggregating certain data reported with respect to each distribution date will be set forth as Exhibit 99(d) hereto.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No annual report covering the registrant's last fiscal year or proxy material with respect to any annual or other meeting of security holders has been sent to security holders.
SIGNATURES
Pursuant to the requirements of Section 13 and 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.
SIGNATURES
Pursuant to the requirements of Section 13 and 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.
MORTGAGE CAPITAL FUNDING, INC. (Issuer in respect of Mortgage Pass-Through Certificates, Series 1996-MC1) (Registrant)
By: /s/ Robert E. Woods ---------------------------- Robert E. Woods Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities indicated on March 28, 1997.
Signature Capacity --------- --------
/s/ Robert E. Woods Chairman and Chief Executive Officer - --------------------------- (Principal Executive Officer) Robert E. Woods
/s/Theresa D. DeGuisto Vice President and Treasurer - --------------------------- (Principal Financial and Theresa D. DeGuisto Accounting Officer)
/s/ Carol Ann Arvon Director - --------------------------- Carol Ann Arvon
/s/ J. Theodore Borter Director - --------------------------- J. Theodore Borter
/s/ Frank Forelle Director - --------------------------- Frank Forelle
/s/ Richard L. Jarocki, Jr. Director - --------------------------- Richard L. Jarocki, Jr.
EXHIBIT INDEX
Exhibit No.
99(a)(1) Annual Statement of Compliance, pursuant to Pooling Agreement and participation agreements referred to therein.
Delivered by GMAC Commercial Mortgage Corporation as Master Servicer and Special Servicer.
99(a)(2) Annual Servicing Report from independent public accountants, pursuant to Pooling Agreement and participation agreements referred to therein.
Delivered by Master Servicer.
99(d) Aggregate data with respect to distributions made in 1996.