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, 1998
Commission file number: 333-21329
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
Preferred Credit Corporation (as Seller under a Pooling and Servicing
Agreement dated as of March 1, 1997, providing for the issuance of the
Preferred Credit Asset-Backed Certificates, Series 1997-1.
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
PREFERRED CREDIT ASSET-BACKED CERTIFICATES, SERIES 1997-1
(Exact name of Registrant as specified in its Charter)
DELAWARE 13-3320910
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
11 MADISON AVENUE
NEW YORK, NEW YORK 10010-3629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(212) 325-2000
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 the 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, 1998: NOT APPLICABLE.
Number of shares of common stock outstanding as of December 31, 1998: 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 March 1,
1997 (hereby incorporated herein by reference as part of the Registrant's
Current Report on Form 8-K filed with Securities and Exchange Commission
on March 28, 1997).
Documents in Part II and Part IV incorporated herein by reference are as
follows:
Monthly Report to Certificateholders as to distributions made on April
27, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on May 26,
1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on June 25,
1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on July 27,
1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on August
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on September
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on October
26, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on November
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on December
28, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on January
25, 1999, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
PART I
ITEM 1. Business.
The trust fund (the "Trust") was created pursuant to a Pooling and
Servicing Agreement dated as of March 1, 1997, by and among Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor"), Preferred Credit
Corporation, (the "Seller"), Advanta Mortgage Corp. USA, (the "Servicer"),
and Bankers Trust Company, (the "Trustee")
The Preferred Credit Asset-Backed Certificates, Series 1997-1 (the
"Certificates") will be represent beneficial interests in a trust, the
assets of which will consist primarily of a pool of fixed rate,
closed-end no or low equity loans secured by subbordinate lien mortgages
on residential one- to four-family properties (the "Mortgage Loans" and
together with all other assets of the trust fund, including any funds on
deposit in the Capitalized Interest Account (as defined in the Prospectus
Supplement dated March 17, 1997) and the Pre-Funding Account (as defined
in the Prospectus Supplement dated March 17, 1997), the "Trust Fund")
originated or purchased by the Seller, in the ordinary course of its
business and conveyed, together with certain related property described in
the Prospectus Supplement dated March 17, 1997, by the Seller to the
Depositor and then conveyed by the Depositor to the Trust Fund. The Trust
Fund will be created and the Certificates will be issued pursuant to a
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement").
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 Depositor owns no property. The Preferred Credit Asset-Backed
Certificates, Series 1997-1, 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.
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 Preferred Credit Asset-Backed Certificates, Series 1997-1, 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, the
Registrant has no "common equity," but for purposes of this Item only,
the Registrant's Mortgage Pass-Through Certificates, Series 1997-1 are
treated as "common equity."
(a) Market Information. There is no established public trading market
for the Registrant's Certificates. The 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, 1998 was: 30.
(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.
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 April
27, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on May 26,
1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on June 25,
1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on July 27,
1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on August
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on September
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on October
26, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on November
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on December
28, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on January
25, 1999, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
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 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.
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, 1998, 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:
The Northern Trust Company
Jarvis A. McKee
801 S. Canal C-IN
Chicago, IL 60607
Series 1997-1
Class A-2
$5,200,000.00 (Original Principal Balance)
18.0% (Percentage of Class)
State Street Bank and Trust Company
Joseph J. Callahan
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-1
Class A-2
$15,500,000.00 (Original Principal Balance)
53.0% (Percentage of Class)
Prudential Securities Incorporated
Issuer Services
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1997-1
Class A-2
$5,500,000.00 (Original Principal Balance)
19.0% (Percentage of Class)
Bankers Trust Company
John Lasher
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1997-1
Class A-3
$5,210,000.00 (Original Principal Balance)
23.0% (Percentage of Class)
Boston Safe Deposit and Trust Company
Constance Holloway
c/o Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1997-1
Class A-3
$5,850,000.00 (Original Principal Balance)
25.0% (Percentage of Class)
Chase Manhattan Bank
Orma Trim, Supervisor
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-1
Class A-3
$2,140,000.00 (Original Principal Balance)
9.0% (Percentage of Class)
State Street Bank and Trust Company
Joseph J. Callahan
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-1
Class A-3
$10,000,000.00 (Original Principal Balance)
43.0% (Percentage of Class)
Bank One Trust Company, N.A. - State
Scott Hammond
30 West spring Street
Columbus, OH 43266-0581
Series 1997-1
Class A-4
$5,000,000.00 (Original Principal Balance)
10.0% (Percentage of Class)
Wachovia Bank/Safekeeping
Terri Dowell
301 N. Main Street, NC 31058
Winston-Salem, NC 27150
Series 1997-1
Class A-4
$10,000,000.00 (Original Principal Balance)
20.0% (Percentage of Class)
Chase Manhattan Bank
Orma Trim, Supervisor
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-1
Class A-4
$30,100,000.00 (Original Principal Balance)
60.0% (Percentage of Class)
Suntrust Bank, Atlanta
Diane Guy
303 Peachtree St., 14th Floor MC#3141
Atlanta, GA 30308
Series 1997-1
Class A-4
$3,000,000.00 (Original Principal Balance)
6.0% (Percentage of Class)
Boston Safe Deposit and Trust Company
Constance Holloway
c/o Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1997-1
Class A-5
$6,500,000.00 (Original Principal Balance)
57.0% (Percentage of Class)
Citibank, N.A.
Marta Hoosian
P.O. Box 30576
Tampa, FL 33630-3576
Series 1997-1
Class A-5
$5,000,000.00 (Original Principal Balance)
44.0% (Percentage of Class)
Boston Safe Deposit and Trust Company
Constance Holloway
c/o Mellon Bank Center, Room 153-3015
Pittsburgh, PA 15259
Series 1997-1
Class A-6
$22,225,000.00 (Original Principal Balance)
59.0% (Percentage of Class)
Chase Manhattan Bank
Orma Trim, Supervisor
4 New York Plaza
13th Floor
New York, NY 10004
Series 1997-1
Class A-6
$3,600,000.00 (Original Principal Balance)
10.0% (Percentage of Class)
The Northern Trust Company
Jarvis A. McKee
801 S. Canal C-IN
Chicago, IL 60607
Series 1997-1
Class A-6
$4,100,000.00 (Original Principal Balance)
11.0% (Percentage of Class)
State Street Bank and Trust Company
Joseph J. Callahan
Global Corp. Action Dept. JAB5W
P.P. Box 1631
Boston, MA 02105-1631
Series 1997-1
Class A-6
$4,400,000.00 (Original Principal Balance)
12.0% (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, 1998, 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. 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 April
27, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on May 26,
1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on June 25,
1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on July 27,
1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on August
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on September
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on October
26, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on November
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on December
28, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on January
25, 1999, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
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:
Monthly Report to Certificateholders as to distributions made on October
26, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on November
25, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
Monthly Report to Certificateholders as to distributions made on December
28, 1998, and filed with the Securities and Exchange Commission on Form
8-K on January 29, 1999.
(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 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.
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
March 1, 1997.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 30, 1999
EXHIBIT INDEX
Exhibit Document
1.1 Monthly Report to Certificateholders as to distributions made on
April 27, 1998, and filed with the Securities and Exchange Commission
on Form 8-K on January 29, 1999.
1.2 Monthly Report to Certificateholders as to distributions made on May
26, 1998, and filed with the Securities and Exchange Commission on
Form 8-K on January 29, 1999.
1.3 Monthly Report to Certificateholders as to distributions made on June
25, 1998, and filed with the Securities and Exchange Commission on
Form 8-K on January 29, 1999.
1.4 Monthly Report to Certificateholders as to distributions made on July
27, 1998, and filed with the Securities and Exchange Commission on
Form 8-K on January 29, 1999.
1.5 Monthly Report to Certificateholders as to distributions made on
August 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on January 29, 1999.
1.6 Monthly Report to Certificateholders as to distributions made on
September 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on January 29, 1999.
1.7 Monthly Report to Certificateholders as to distributions made on
October 26, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on January 29, 1999.
1.8 Monthly Report to Certificateholders as to distributions made on
November 25, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on January 29, 1999.
1.9 Monthly Report to Certificateholders as to distributions made on
December 28, 1998, and filed with the Securities and Exchange
Commission on Form 8-K on January 29, 1999.
2.0 Monthly Report to Certificateholders as to distributions made on
January 25, 1999, and filed with the Securities and Exchange
Commission on Form 8-K on January 29, 1999.
2.1 The Pooling and Servicing Agreement of the Registrant dated as of
March 1, 1997 (hereby incorporated herein by reference and filed
as part of the Registrant's Current Report on Form 8-K filed with
Securities and Exchange Commission on March 28, 1997).
