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, 1998, 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"), Citicorp Real Estate, Inc. ("CREI") and Salomon Brothers Realty Corp., as mortgage loan sellers, Amresco Services, L.P., as master servicer (the "Master Servicer"), Allied Capital Corporation ("Allied"), as special servicer (the "Special Servicer") or the trust (the "Trust") evidenced by the registrant's Mortgage Pass-Through Certificates, Series 1998-MC3 (the "Certificates"), or LaSalle National Bank, as trustee (the "Trustee") or REMIC administrator (the "REMIC Administrator"), or ABN AMRO Bank N.V. as fiscal agent (the "Fiscal Agent") for the Certificates, other than routine litigation incidental to the duties of the Sponsor, CREI, the Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator or the Fiscal Agent under the Pooling and Servicing Agreement (the "Pooling Agreement") dated as of December 1, 1998, between the Sponsor, the mortgage loan sellers, the Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator and the Fiscal Agent.
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)
(1) 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.
(2) As of December 31, 1998, the number of record holders of the registrant's Mortgage Pass-Through Certificates, Series 1998-MC3 was 43.
(3) Omitted pursuant to the 12(h) Exemption.
(b) Not applicable.
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 7A.
Item 7A. Quantitive and Qualitive Disclosure re Market Risk
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Omitted pursuant to the 12(h) Exemption.
Item 9.
Item 9. Changes in and Disagreements with Accountants 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, 1998, 100% of all the publicly offered Mortgage Pass-Through Certificates, Series 1998-MC3 were held of record by Cede & Co., 55 Water Street, New York, NY 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 registrant has been informed that as of December 31, 1998, Allied was the beneficial owner of Certificates issued by the Trust with an outstanding principal amount of $102,169,000 (representing 11.25% of the Certificates and 100% of the Private Certificates). Allied serves as Special Servicer under the Pooling Agreement for which it will be entitled to certain Standby Fees, Special Servicing Fees, Workout Fees and Liquidation Fees and 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. In 1998, Allied did not receive any fees for its services as Special Servicer.
(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.
Not applicable since not required under the Pooling Agreement to be delivered for 1998.
(2) Annual Servicing Report from independent public accountants, pursuant to Pooling Agreement and participation agreements referred to therein.
Not applicable since not required under the Pooling Agreement to be delivered for 1998.
(b) Reports on Form 8-K. During the last quarter of the prior calendar year, Reports on Form 8-K were filed by the registrant as follows: Reports on Form 8-K dated December 15, 1998, December 28, 1998, and December 29, 1998 were filed in response to Item 5 (Other Events) of Form 8-K with respect to certain information that may be considered to be computational materials and ABS term sheets furnished to prospective investors in connection with the offering of the Certificates.
(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 December 1, 1998 among the Sponsor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, LaSalle National Bank, as Trustee and REMIC Administrator, and ABN AMRO Bank N.V., as Fiscal Agent, has been previously filed in a Report on Form 8-K dated December 30, 1998.
(d) No distribution date occurred in 1998; therefore this information is not supplied.
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.
MORTGAGE CAPITAL FUNDING, INC. (Issuer in respect of Mortgage Pass-Through Certificates, Series 1998-MC3) (Registrant)
By: /s/ Richard L. Jarocki, Jr. --------------------------- Richard L. Jarocki, Jr. President
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 30, 1998.
Signature Capacity
/s/ Richard L. Jarocki, Jr. President and Director - -------------------------- (Principal Executive Officer) Richard L. Jarocki, Jr.
/s/ Joseph Cutolo Vice President and Treasurer - ----------------- (Principal Financial and Joseph Cutolo Accounting Officer)
/s/ Thomas Lavin Vice President and Director - ---------------- Thomas Lavin