Item 1. Business.
Not Applicable.
Item 2.
Item 2. Properties.
Not Applicable.
Item 3.
Item 3. Legal Proceedings.
The Registrant is not aware of any material legal proceeding with respect to J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services Inc., as Servicer and Special Servicer, LaSalle Bank, N.A., as Trustee, and JPMorgan Chase Bank, N.A., as Paying Agent as related to the Trust.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote or consent of Holders of the Offered Certificates during the fiscal year covered by this report.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Trust does not issue stock. There is currently no established secondary market for the Certificates. There are less than 300 participants in the DTC System. As of December 31, 2004 the total number of such DTC participants with respect to each class of certificates is 62.
Item 6.
Item 6. Selected Financial Data
Not Applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial condition and Results of Operation.
Not Applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There was no change of accountants or disagreement with accountants on any matter of accounting principles or practices or financial disclosure.
Item 9A.
Item 9A. Controls and Procedures.
Not Applicable.
Item 9B.
Item 9B. Other Information.
Not Applicable.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11.
Item 11. Executive Compensation.
Not Applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not Applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
No reportable transactions have occurred.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not Applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Not Applicable.
(2) Financial Statement Schedules:
Not Applicable.
(3) Exhibits:
Rule 13a-14(a)/15d-14(a) Certification, filed as 31.1 hereto.
Annual Independent Accountant's Servicing Report concerning servicing activities, filed as Exhibit 99.1 hereto.
Report of Management as to Compliance with Minimum Servicing Standards, filed as Exhibit 99.2 herto.
Annual Statement as to Compliance, filed as Exhibit 99.3 herto.
Aggregate Statement of Principal and Interest Distributions to Certificateholders as of December 31, 2004, filed as Exhibit 99.4 hereto.
(b) Exhibits to this report are listed in Item (15)(a)(3)above.
(c) Not Applicable.
J.P.MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-PNC1 - ----------------------------------------------------------------
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.
JPMorgan Chase Bank, N.A., not in its individual capacity, but solely as attorney-in-fact for J.P. Morgan Chase Commercial Mortgage Securities Corp.
By: /s/ Diane E. Wallace ----------------------------- Name: Diane E. Wallace
Title: Vice President Date: March 29, 2005
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.
The registrant has not sent an annual report or proxy material to its security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form.
EXHIBIT INDEX
Exhibit Description
31.1 Rule 13a-14(a)/15d-14(a) Certification
99.1 Annual Independent Accountant's Servicing Report Midland Loan Services Inc.
99.2 Report of Management as to Compliance with Minimum Servicing Standards Midland Loan Services Inc.
99.3 Annual Statement as to Compliance Midland Loan Services Inc.
99.4 Aggregate Statement of Principal and Interest Distributions to Certificateholders as of December 31, 2004
EXHIBIT 31.1 Rule 13a-14(a)/15d-14(a) Certification
J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2004-PNC1 (the "Trust")
I, Steven Z. Schwartz, the President and Chief Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities Corp., the depositor into the above-referenced Trust, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution or servicing reports filed in respect of periods included in the year covered by this annual report, of the Trust;
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the paying agent by the servicer and the special servicer under the pooling and servicing agreement for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in this annual report and required to be delivered to the paying agent in accordance with the terms of the pooling and servicing agreement, and except as disclosed in this annual report, the servicer and the special servicer have fulfilled their obligations under the pooling and servicing agreement; and
5. This annual report discloses all significant deficiencies relating to the servicer's or special servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing agreement, that is included in this annual report.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Midland Loan Services, Inc.
By: /s/ Steven Z. Schwartz ------------------------------------- Name: Title: President and Chief Executive Officer J.P. Morgan Chase Commercial Mortgage Securities Corp.
Dated: March 23, 2005
EXHIBIT 99.1 Annual Independent Accountant's Servicing Report --------------- Deloitte & Touche LLP Suite 400 1010 Grand Boulevard Kansas City, MO 64106-2232 USA
Tel: +1 (816) 474 6180 www.deloitte.com
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors The PNC Financial Services Group, Inc.
We have examined management's assertion that Midland Loan Services, Inc. (MLS), an indirect wholly-owned subsidiary of The PNC Financial Services Group, Inc., has complied as of and for the year ended December 31, 2004, with its established minimum servicing standards described in the accompanying report titled Management's Assertion dated February 15, 2005. Management is responsible for MLS's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about MLS's compliance based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about MLS's compliance with its 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 MLS's compliance with its minimum servicing standards.
In our opinion, management's assertion that MLS complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects, based on the criteria set forth in Appendix I.
/s/ Deloitte & Touche LLP - --------------------------
February 15, 2005
EXHIBIT 99.2 Report of Management as to Compliance with Minimum Servicing Standards -------------------
Management's Assertion
As of and for the year ended December 31, 2004, Midland Loan Services, Inc. (MLS), an indirect wholly-owned subsidiary of The PNC Financial Services Group, Inc., (PNC), has complied, in all material respects, with MLS's established minimum servicing standards for commercial loans and multifamily servicing as set forth in Appendix I (the "Standards"). The standards are based on the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, modified to address the unique characteristics of commercial loans and multifamily servicing.
As of and for this same period, MLS was covered by PNC's fidelity bond in the amount of $200,000,000 and an errors and omissions policy in the amount of at least $25,000,000.
MIDLAND LOAN SERVICES, INC.
/s/ Douglas D. Danforth /s/ Steven W. Smith /s/ Dave Bodi - ----------------------- ------------------- ---------------------- Douglas D. Danforth Steven W. Smith Dave Bodi CEO/President COO/Executive COO/Executive Vice President Vice President
February 15, 2005
MIDLAND LOAN SERVICES
APPENDIX I - MLS'S MINIMUM 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:
. be mathematically accurate; . be prepared within forty-five (45) calendar days after the cutoff date; . be reviewed and approved by someone other than the person who prepared the reconciliation; and . 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. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two business days of receipt.
2. 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. 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 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.
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 cancelled 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. MORTGAGOR 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 at least an annual basis.
VI. 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.
EXHIBIT 99.3 Annual Statement as to Compliance --------------
MIDLAND LOAN SERVICES March 8, 2005
Ms. Barbara L. Marik Via UPS First Vice President (312) 904-7323 LaSalle Bank National Association 135 South LaSalle Street, Suite 1625 Chicago, IL USA 60603-0000
J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates Series 2004-PNC1 Pooling and Servicing Agreement
OFFICER'S CERTIFICATE
Pursuant to the requirements of that certain Pooling and Servicing Agreement governing the referenced Trust (the "PSA"), it is hereby certified that (i) the undersigned has completed a review of the servicer's performance of its obligations under the PSA for the preceding calendar year; (ii) to the best of the undersigned's knowledge on the basis of that review the servicer has fulfilled all of its obligations under the PSA throughout such period in all material respects; (iii) to the best of the undersigned's knowledge, the subservicer, of the servicer under the PSA, if any, has fulfilled its obligations under its sub-servicing agreement in all material respects; and, (iv) no notice has been received from any governmental agency or body which would indicate a challenge or question as to the status of the Trust's qualification as a REMIC under the U.S. Code.
/s/ Steven W. Smith 3/8/05 ----------------------------- Steven W. Smith Date Executive Vice President
cc: Attn: CMBS Surveillance Fitch, Inc. One State Street Plaza, 31st Floor New York, NY 10004-0000
Ms. Pei Huang Administrator J.P. Morgan Chase Bank 4 New York Plaza, 6th Floor New York, NY 10004-0000
Ms. Bianca Russo, Esq. J.P. Morgan Chase Commercial Mortgage Securities Corp. 270 Park AVenue, 10th Floor New York, NY 10017-0000
Mr. Denis Schuh J.P. Morgan Chase Commercial Mortgage Securities Corp. 270 Park AVenue, 10th Floor New York, NY 10017-0000
Attn: CMBS Surveillance Standard & Poor's Ratings Services 55 Water Street, 41st Floor New York, NY 10041-0000
EXHIBIT 99.4 Aggregate Statement of Principal and Interest Distributions to Certificateholders as of December 31, 2004