SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
Commission file number: 333-16145
CS FIRST BOSTON MORTGAGE SECURITIES CORP.
Agreement dated as of December 1, 1996, providing for the
issuance of Preferred Mortgage Asset-Backed Certificates,
Series 1996-2)
CS FIRST BOSTON MORTGAGE SECURITIES CORP.
(Exact name of Registrant as specified in its Charter)
DELAWARE 33-3320910
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
11 MADISON AVENUE
NEW YORK, NEW YORK 10010
(Address of principal executive offices)
Registrant's telephone number, including area code:
(212) 325-7537
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable.
Securities registered pursuant to Section 12(g) of the Act:
Not Applicable.
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
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 Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [ ].
Aggregate market value of voting stock held by non-affiliates of
the Registrant as of December 31, 1996: Not Applicable.
Number of shares of common stock outstanding as of December 31,
1996: Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
Documents in Part I and Part IV incorporated
herein by reference are as follows:
Pooling and Servicing Agreement of Registrant dated as of
December 1, 1996 (hereby incorporated herein by reference as
Exhibit 4.2 of the Registrant's Current Report on Form 8-K filed
with Securities and Exchange Commission on January 23, 1997).
Documents in Part II and Part IV incorporated herein by reference
are as follows:
Monthly Report to Certificateholders as to distributions
made on January 27, 1997 (to be filed on Form 8-K with the
Securities and Exchange Commission).
Monthly Report to Certificateholders as to distributions
made on February 25, 1997 (to be filed on Form 8-K with the
Securities and Exchange Commission).
PART I
ITEM 1. Business.
The trust fund relating to Preferred Mortgage Asset-Backed
Certificates, Series 1996-2 (the "Certificates"),was established
pursuant to a Pooling and Servicing Agreement dated as of
2
December 1, 1996 among CS First Boston Mortgage Securities Corp.,
as depositor, (the "Depositor"), T.A.R. Preferred Mortgage
Corporation, as seller (the "Seller"), Advanta Mortgage Corp. USA,
as servicer, (the "Servicer"), and Bankers Trust Company, as
trustee (the "Trustee"). (The Pooling and Servicing Agreement is
hereby incorporated herein by reference as Exhibit 4.2 of the
Registrant's Current Report on Form 8-K filed with Securities
and Exchange Commission on January 23, 1997.)
The Preferred Mortgage Asset-Backed Certificates, Series
1996-2 (the "Certificates") will represent beneficial interests in
a trust, the assets of which will consist primarily of a pool of
fixed rate, closed-end loans secured by mortgages, which are
generally subordinate liens, on residential one-to-four-family
properties (the "Mortgage Loans" and together will all other
assets of the trust fund, including any funds on deposit in the
Capitalized Interest Account (as defined in the Prospectus
Supplement) and the Pre-Funding Account (as defined in the
Prospectus Supplement), the "Trust Fund").
Information with respect to the business of the Trust would
not be meaningful because the only "business" of the Trust is the
collection on the Mortgage Loans and distribution of payments
on the Certificates to Certificateholders. This information is
accurately summarized in the Monthly Reports to
Certificateholders, which are filed on Form 8-K. There is no
additional relevant information to report in response to Item 101
of Regulation S-K.
ITEM 2. Properties.
The Sponsor owns no property. The Series 1996-2
Certificates, in the aggregate, represent the beneficial
ownership in a Trust consisting primarily of the Mortgage Loans.
The Trust will acquire title to real estate only upon default
of the mortgagors under the Mortgage Loan. Therefore, this item
is inapplicable.
ITEM 3. Legal Proceedings.
None.
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ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of Certificateholders
during the fiscal year covered by this report.
PART II
ITEM 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
The Series 1996-2 Certificates represent, in the aggregate,
the beneficial ownership in a trust fund consisting primarily of
the Mortgage Loans. The Certificates are owned by
Certificateholders as trust beneficiaries. Strictly speaking,
Registrant has no "common equity," but for purposes of this Item
only, Registrant's Preferred Mortgage Asset-Backed Certificates
are treated as "common equity."
(a) Market Information. There is no established public
trading market for Registrant's Certificates. Registrant
believes the Certificates are traded primarily in intra-dealer
markets and non-centralized inter-dealer markets.
(b) Holders. The number of registered holders of all classes
of Certificates on December 31, 1996 was 39.
(c) Dividends. Not applicable. The information regarding
dividends required by sub-paragraph (c) of Item 201 of Regulation
S-K is inapplicable because the Trust does not pay dividends.
However, information as to distribution to Certificateholders is
provided in the Monthly Reports to Certificateholders for each
month of the fiscal year in which a distribution to
Certificateholders was made.
ITEM 6. Selected Financial Data.
Not Applicable. Because of the limited activities of the
Trust, the Selected Financial Data required by Item 301 of
Regulation S-K does not add relevant information to that provided
by the Monthly Reports to Certificateholders, which are filed on
a monthly basis on Form 8-K.
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ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Not Applicable. The information required by Item 303 of
Regulation S-K is inapplicable because the Trust does not have
management per se, but rather the Trust has a Trustee who causes
the preparation of the Monthly Reports to Certificateholders. The
information provided by the Monthly Reports to Certificateholders,
which are filed on a monthly basis on Form 8-K, does provide the
relevant financial information regarding the financial status of
the Trust.
ITEM 8. Financial Statements and Supplementary Data.
Monthly Report to Certificateholders as to distributions made
on January 27, 1997 (to be filed on Form 8-K with the Securities
and Exchange Commission).
Monthly Report to Certificateholders as to distributions made
on February 25, 1997 (to be filed on Form 8-K with the Securities
and Exchange Commission).
Annual Statement of Compliance by the Master Servicer is not
currently available and will be subsequently filed on Form 8.
Independent Accountant's Report on Servicer's servicing
activities is not currently available and will be subsequently
filed on Form 8.
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
ITEM 10. Directors and Executive Officers of Registrant.
Not Applicable. The Trust does not have officers or
directors. Therefore, the information required by items 401 and
405 of Regulation S-K are inapplicable.
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ITEM 11. Executive Compensation.
Not Applicable. The Trust does not have officers or
directors to whom compensation needs to be paid. Therefore, the
information required by item 402 of regulation S-K is inapplicable.
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management.
(a) Security ownership of certain beneficial owners. Under
the Pooling and Servicing Agreement governing the Trust, the
holders of the Certificates generally do not have the right to
vote and are prohibited from taking part in management of the
Trust. For purposes of this Item and Item 13 only, however, the
Certificateholders are treated as "voting security" holders.
As of December 31, 1996, the following are the only persons known
to the Registrant to be the beneficial owners of more than 5% of
any class of voting securities:
Boston Safe Deposit & Trust Co.
c/o Mellon bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1996-2
Class A-1
$18,000,000 (Original Principal Amount)
22.5% (Percentage of Class)
Bankers Trust Co./Investment A/C
16 Wall Street, 5th Floor
New York, NY 10005
Series 1996-2
Class A-1
$40,000,000 (Original Principal Amount)
49.9% (Percentage of Class)
Central Fidelity Bank, N.A.
1021 East Cary Street, 5th Floor
Richmond, VA 23219-4000
Series 1996-2
Class A-1
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$10,000,000 (Original Principal Amount)
12.5% (Percentage of Class)
Chase Manhattan Bank/Chemical
Auto Settle Department
4 New York Plaza, 4th Floor
New York, NY 10004
Series 1996-2
Class A-1
$9,000,000 (Original Principal Amount)
11.3% (Percentage of Class)
Bankers Trust Company
c/o BT Services Tennessee Inc.
Pension Trust Services
648 Grassmere Park Drive
Nashville, TN 37211
Series 1996-2
Class A-2
$10,675,000 (Original Principal Amount)
35.9% (Percentage of Class)
Boston Safe Deposit & Trust Co.
c/o Mellon bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1996-2
Class A-2
$10,825,000 (Original Principal Amount)
36.4% (Percentage of Class)
Chase Manhattan Bank
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
Series 1996-2
Class A-2
$6,325,000 (Original Principal Amount)
21.3% (Percentage of Class)
Bank of New York
925 Patterson Plank Rd.
7
Secaucus, NJ 07094
Series 1996-2
Class A-3
$12,700,000 (Original Principal Amount)
29.1% (Percentage of Class)
Boston Safe Deposit & Trust Co.
c/o Mellon bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1996-2
Class A-3
$11,680,000 (Original Principal Amount)
26.8% (Percentage of Class)
Chase Manhattan Bank
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
Series 1996-2
Class A-3
$10,000,000 (Original Principal Amount)
22.9% (Percentage of Class)
Citicorp Services, Inc.
P.O. Box 30576
Tampa, FL 33630-3576
Series 1996-2
Class A-3
$3,000,000 (Original Principal Amount)
6.9% (Percentage of Class)
First Trust National Association
c/o Ice Prozy Services
71 Executive Blvd.
Farmingdale, NY 11735
Series 1996-2
Class A-3
$3,300,000 (Original Principal Amount)
7.6% (Percentage of Class)
Bankers Trust Company
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c/o BT Services Tennessee Inc.
Custody Services
648 Grassmere Park Drive
Nashville, TN 37211
Series 1996-2
Class A-4
$5,500,000 (Original Principal Amount)
9.2% (Percentage of Class)
CS First Boston Corporation (The)
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1996-2
Class A-4
$34,300,000 (Original Principal Amount)
57.4% (Percentage of Class)
Goldman, Sachs & Co.
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1996-2
Class A-4
$20,000,000 (Original Principal Amount)
33.5% (Percentage of Class)
Boston Safe Deposit & Trust Co.
c/o Mellon bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Series 1996-2
Class A-5
$1,575,000 (Original Principal Amount)
9.7% (Percentage of Class)
Chase Manhattan Bank
One Chase Manhattan Plaza
3B - Proxy Dept.
New York, NY 10081
Series 1996-2
Class A-5
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$1,025,000 (Original Principal Amount)
6.3% (Percentage of Class)
Chase Manhattan Bank, Trust
Two Chase Manhattan Plaza, 5th Floor
New York, NY 10081
Series 1996-2
Class A-5
$2,425,000 (Original Principal Amount)
14.9% (Percentage of Class)
Northern Trust Company
801 S. Canal C-In
Chicago, IL 60607
Series 1996-2
Class A-5
$6,075,000 (Original Principal Amount)
37.3% (Percentage of Class)
SSB-Custodian
Quincy Securities Processing
A5W P.O. Box 1631
Boston, MA 02105-1631
Series 1996-2
Class A-5
$2,625,000 (Original Principal Amount)
16.1% (Percentage of Class)
Bankers Trust Company
c/o BT Services Tennessee Inc.
Custody Services
648 Grassmere Park Drive
Nashville, TN 37211
Series 1996-2
Class A-6
$20,890,000 (Original Principal Amount)
41.7% (Percentage of Class)
Goldman, Sachs & Co.
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1996-2
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Class A-6
$17,000,000 (Original Principal Amount)
33.9% (Percentage of Class)
SSB-Custodian
Quincy Securities Processing
A5W P.O. Box 1631
Boston, MA 02105-1631
Series 1996-2
Class A-5
$10,200,000 (Original Principal Amount)
20.4% (Percentage of Class)
(b) Security ownership of management. Not Applicable. The
Trust does not have any officers or directors. Therefore, the
information required by Item 403 of Regulation S-K is
inapplicable.
(c) Changes in control. Not Applicable. Since
Certificateholders do not possess, directly or indirectly, the
power to direct or cause the direction of the management and
policies of the Trust, other than in respect to certain required
consents regarding any amendments to the Pooling and Servicing
Agreement, the information requested with respect to item 403 of
Regulation S-K is inapplicable.
ITEM 13. Certain Relationships and Related Transactions.
(a) Transactions with management and others. Registrant knows
of no transaction or series of transactions during the fiscal year
ended December 31, 1996, or any currently proposed transaction or
series of transactions, in an amount exceeding $60,000 involving
the Registrant in which the Certificateholders identified in Item
12(a) had or will have a direct or indirect material interest.
There are no persons of the types described in Item 404(a)(1),(2)
and (4) of Regulation S-K, however, the information required by
Item 404(a)(3) of Regulation S-K is hereby incorporated by
reference in Item 12 herein.
(b) Certain business relationships. None.
(c) Indebtedness of management. Not Applicable. The Trust
does not have management consisting of any officers or directors.
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Therefore, the information required by item 404 of Regulation S-K
is inapplicable.
(d) Transactions with promoters. Not Applicable. The Trust
does not use promoters. Therefore, the information required by
item 404 of Regulation S-K is inapplicable.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
(a) The following is a list of documents filed as part of this
report:
EXHIBITS
Monthly Report to Certificateholders as to distributions made
on January 27, 1997 (to be filed on Form 8-K with the Securities
and Exchange Commission).
Monthly Report to Certificateholders as to distributions made
on February 25, 1997 (to be filed on Form 8-K with the Securities
and Exchange Commission).
Annual Statement of Compliance by the Master Servicer is not
currently available and will be subsequently filed on Form 8.
Independent Accountant's Report on Servicer's servicing
activities is not currently available and will be subsequently
filed on Form 8.
(b) The following Reports on Form 8-K were filed during the
last quarter of the period covered by this Report:
None
(c) The exhibits required to be filed by Registrant pursuant
to Item 601 of Regulation S-K are listed above and in the Exhibit
Index that immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries
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or affiliates. Therefore, no financial statements are filed with
respect to subsidiaries or affiliates.
Supplemental information to be furnished with reports filed
pursuant to Section 15(d) by registrants which have not
registered securities pursuant to Section 12 of the Act.
No annual report, proxy statement, form of proxy or other
soliciting material has been sent to Certificateholders, and the
Registrant does not contemplate sending any such materials
subsequent to the filing of this report.
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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.
By: Bankers Trust Company,
not in its individual capacity but
solely as a duly authorized agent of
the Registrant pursuant to the
Pooling and Servicing Agreement,
dated as of December 1, 1996.
Date: March 26, 1997 By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
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EXHIBIT INDEX
Exhibit Document
1.1 Monthly Report to Certificateholders as to distributions
made on January 27, 1997 (to be filed on Form 8-K with
the Securities and Exchange Commission).
1.2 Monthly Report to Certificateholders as to distributions
made on February 25, 1997 (to be filed on Form 8-K with
the Securities and Exchange Commission).
1.3 Pooling and Servicing Agreement of Registrant dated as of
December 1, 1996 (hereby incorporated herein by reference
as Exhibit 4.2 of Registrant's Current Report on Form 8-K
filed with Securities and Exchange Commission on January
23, 1997).
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