SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the period from June 30, 1997 (Commencement of
Operations) to December 31, 1997
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from to
Commission File Number 333-25751
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., SERIES 1997-C1
(Exact name of registrant as specified in its charter)
Delaware 13-3320910
State or Other Jurisdiction (IRS Employer
of Incorporation ) Identification No.)
Eleven Madison Ave.
New York, New York 10010
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code :(212)325-2000
Securities registered pursuant to Section 12(b) of the Act: None
Securities 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
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 this Form 10-K or any amendment to this
Form 10-K. [X]
Documents incorporated by reference: None
Page 1 of 4 This report consists of 10
consecutively numbered pages.
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AMENDMENT NUMBER 1 OF 1
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(2) Financial Statement Schedules:
Omitted.
(3) Exhibits:
Annual Statement of Compliance, filed as Exhibit 99.1 hereto.
Annual Servicing Reports, filed as Exhibit 99.2 hereto.
(b) Reports on Form 8-K: The following Current Reports on Form 8-K were
filed by the Registrant during the last quarter of 1997.
A Current Report on Form 8-K, dated December 3, 1997, was filed for the purpose
of filing the Monthly Certificateholder Statements for payments made on October
20, 1997 and November 20, 1997, respectively. A Current Report on Form 8-K,
dated January 5, 1998, was filed for the purpose of filing the Monthly
Certificateholder Statement for payment made on December 22, 1997. The items
reported in such Current Report were Item 5 (Other Events).
(c) Exhibits to this report are listed in Item (14)(a)(3) above.
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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.
THE CHASE MANHATTAN BANK,
not in its individual capacity but solely as
Trustee under the Agreement referred to herein
Date: August 24, 1998 By: /s/ Norma Catone
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Norma Catone
The Chase Manhattan Bank
Vice President
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits Page
99.1 Annual Statement of Compliance 6
99.2 Annual Servicing Report 8
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EXHIBIT 99.1
ANNUAL STATEMENT OF COMPLIANCE
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First Union National Bank
Structured Products and Servicing
NC0828
301 South College Street, TW-9
Charlotte, North Caroline 28288-0828
704 374-2487
Fax 704 383-0387
Toll Free 800 786-9819
OFFICER'S CERTIFICATE
Reference is hereby made to that certain Pooling and Servicing Agreement
dated as of June 1, 1997 by and among Credit Suisse First Boston Mortgage
Securities Corp., as Depositor, First Union National Bank as Servicer, Lennar
Partners, Inc., as Special Servicer, and The Chase Manhattan Bank, as Trustee
with respect to Commercial Mortgage Pass-Through Certificates, Series 1997-C1
(the "Agreement"). Capitalized terms used herein not otherwise defined shall
have the meanings assigned in the Agreement.
Pursuant to Section 3.13 of this Agreement I, Timothy E. Steward, Vice
President of First Union National Bank, as Servicer (the "Servicer"), do hereby
certify that:
1. A review of the servicing operations of the Servicer during the period
from June 30, 1997 and through December 231, 1997 and of performance
under the Agreement during such period has been made under my supervision;
2. To the best of my knowledge, based on such review, the Servicer has
fulfilled all its obligations under the Agreement in all material respects
throughout the period June 30, 1997 through December 31, 1997.
3. To the best of my knowledge, each related sub-servicer has fulfilled its
obligations under its sub-servicing agreement in all material respects
throughout the period June 30, 1997 through December 31, 1997.
4. The Servicer has received no notice regarding qualification, or
challenging the status, of the Upper-Tier REMIC or Lower-Tier REMIC as a
REMIC from the Internal Revenue Service or any other governmental agency
or body.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
the 25th day of March 1998.
BY: /s/ Timothy E. Steward
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Timothy E. Steward
Vice President
First Union National Bank
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EXHIBIT 99.2
ANNUAL SERVICING REPORTS
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First Union National Bank
Structured Products and Servicing
NC0828
301 South College Street, TW-9
Charlotte, North Caroline 28288-0828
704 374-2487
Fax 704 383-0387
Toll Free 800 786-9819
MANAGEMENT'S ASSERTION REGARDING
COMPLIANCE WITH MINIMUM SERVICING STANDARDS
As of and for the year ended December 31, 1997, First Union National Bank's
Commercial Loan Servicing Division (the Company) has complied in all material
respects with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's (MBA's) Uniform Single Attestation Program for Mortgage
Bankers (USAP), except for the minimum servicing standards V.4. and VI.1., which
the MBA has interpreted as being inapplicable to the servicing of commercial and
multifamily loans. As of and for this same period, the Company had in effect
fidelity bond and errors and omissions policies in the amounts of $100 million
and $20 million, respectively.
BY: /s/ Timothy S. Ryan
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Timothy S. Ryan March 6, 1998
Vice President
First Union National Bank
BY: /s/John M. Church
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John M. Church March 6, 1998
Senior Vice President
First Union National Bank
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KPMG PEAT MARWICK LLP
SUITE 2800
TWO FIRST UNION CENTER
CHARLOTTE, NC 28262-8290
Independent Accountant's Report
The Board of Directors
First Union National Bank:
We have examined management's assertion about First Union National Bank's
Commercial Loan Servicing Division's (the Company) 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
minimum servicing standards V.4. and VI.1., which the MBA has interpreted as
being inapplicable to the servicing of commercial and multifamily loans, as of
and for the year ended December 31, 1997 included in the accompanying management
assertion. Management is responsible for the Company's compliance with minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about the Company'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 the Company's compliance with the
appliable minimum servicing standards and performing such other procedures
as we considered necessary in the circumstances. We believe that our
examiniation provides a reasonable basis for our opinion. Our examiniation does
not provide a legal determination on the Company's compliance with the
applicable minimum servicing standards.
In our opinion, management's assertion that the Company complied with the
aforementioned applicable minimum servicing standards as of and for the year
ended December 31, 1997 is fairly stated, in all material respects.
/s/ KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
March 6, 1998
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