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: 333-53115
CS First Boston Mortgage Securities Corp.,
as Depositor (the "Depositor"), Wilshire Mortgage Funding Company IV,
Inc., as Unaffiliated Seller (the "Unaffiliated Seller"), Wilshire
Servicing Corporation, as Servicer (the "Servicer"), and Bankers Trust
Company of California, N.A., as Trustee (the "Trustee") and as Bank-Up
Servicer (the "Back-Up Servicer") under the Pooling and Servicing
Agreement, dated as of December 1, 1996, providing for the issuance of
the Mortgage Backed Certificates, Series 1996-3).
Wilshire Funding Corporation Mortgage Backed Certificates, Series 1996-3
(Exact name of Registrant as specified in its Charter)
DELAWARE 13-332-0910
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
Park Avenue Plaza
New York, New York 10055
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212)909-7537
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 Depositor (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 Depositor 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 Depositor'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 Depositor 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:
None
Documents in Part II and Part IV incorporated herein by reference
are as follows:
None
PART I
ITEM 1. Business.
The trust fund relating to Pooling and Servicing Agreement dated as of
December 1, 1996 (the "Pooling and Servicing Agreement") among Wilshire
Mortgage Funding Company IV, Inc., as Unaffiliated Seller (the
"Unaffiliated Seller"), Wilshire Servicing Corporation, as Servicer (the
"Servicer"), CS First Boston Mortgage Securities Corp., as Depositor (the
"Depositor"), and Bankers Trust Company of California, N.A., as Trustee
(the "Trustee") and as Back-Up Servicer (the "Back-Up Servicer:).
The Wilshire Funding Corporation Mortgage Backed Certificates, Series
1996-3 (the "Certificates") will represent beneficial interests in a
trust (the "Trust"), the assets of which (the "Trust Fund") will consist
primarily of a pool of fixed and adjustable rate, closed-end loans secured
by mortgages on residential one-to-four family properties (the "Mortgage
Loans") purchased by Girard Savings Bank, F.S.B., First Bank of Beverly
Hills and Wilshire Credit Corporation (collectively, the "Wilshire Funding
Company IV, Inc., (the "Seller"). The Seller will then convey such
property to CS First Boston Mortgage Securities Corp. (the "Depositor").,
which will them convey it to the Trust. The Trust will be created and the
Certificates will be issued pursuant to a Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement") among the Depositor, Wilshire
Servicing Corporation, as Servicer and Bankers Trust Company of
California, N.A., as Trustee.
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 First Boston Mortgage Securities
Corp., Conduit Mortgage Pass-Through Certificates, Series 1996-3, 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 Depositor's Common Equity and Related Stockholder
Matters.
The Wilshire Funding Corporation Mortgage Backed Certificates, Series
1996-3 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,
Depositor has no "common equity," but for purposes of this Item only,
Depositor's Conduit Mortgage Pass-Through Certificates are treated as
"common equity."
(a) Market Information. There is no established public trading market
for Depositor's Notes. Depositor believes the Notes 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 1, 1996 was 16.
(c) Dividends. Not applicable. The information regarding dividend
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.
None
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III
ITEM 10. Directors and Executive Officers of Depositor.
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 1, 1996, the following are the only persons known
to the Depositor to be the beneficial owners of more than 5% of
any class of voting securities:
(PXY)
Steve Patriarco, Sr. VP
Edward Steffens, VP
101 Hudson Street
31st Floor
Jersey City, NJ 07302
Series 1996-3
Class A-1
$48,211,248.00 (Original Principal Balance)
100.0% (Percentage of Class)
(PXY)
Steve Patriarco, Sr. VP
Edward Steffens, VP
101 Hudson Street
31st Floor
Jersey City, NJ 07302
Series 1996-3
Class A-2
$40,635,697.00 (Original Principal Balance)
44.0% (Percentage of Class)
(PXY)
Cecil Lamarco
Bank of New York (The)
925 Patterson Plank Rd.
Secaucus, NJ 07094
Series 1996-3
Class A-2
$50,000,000.00 (Original Principal Balance)
55.0% (Percentage of Class)
(PXY)
Robert Davide
Brown Brothers Harriman & Co.
63 Wall Street, 8th Floor
New York, New York 10005
Series 1996-3
Class A-2
$5,000,000.00 (Original Principal Balance)
8.0% (Percentage of Class)
(PXY)
Steve Patriarco, Sr. VP
Edward Steffens, VP
101 Hudson Street
31st Floor
Jersey City, NJ 07302
Series 1996-3
Class A-2
$41,843,117.00 (Original Principal Balance)
73.0% (Percentage of Class)
(PXY)
Orma Trim Supervisor
Chase Manhattan Bank
4 New York Plaza
13th Floor
New York, NY 10004
Series 1996-3
Class A-2
$5,000,000.00 (Original Principal Balance)
8.0% (Percentage of Class)
(PXZ)
Joseph J. Callahan
State Street Bank and Trust Company
1776 Heritage Dr.
Global Corporate Action Unit JAB 5NW
No. Quincy, MA 02171
Series 1996-3
Class A-2
$5,000,000.00 (Original Principal Balance)
8.0% (Percentage of Class)
(PXY)
Steve Patriarco, Sr. VP
Edward Steffens, VP
101 Hudson Street
31st Floor
Jersey City, NJ 07302
Series 1996-3
Class A-2
$15,098,571.00 (Original Principal Balance)
79.0% (Percentage of Class)
(PXY)
Anthony Pla'
Republic National Bank of New York I
One Hanson Place, Lower Level
Brooklyn, New York 11243
Series 1996-3
Class A-2
$4,000,000.00 (Original Principal Balance)
20.0% (Percentage of Class)
(PXZ)
Issuer Services
Credit Suisse First Boston Corporation
C/O ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Series 1996-3
Class F-IO
$48,211,248.00 (Original Principal Balance)
100.0% (Percentage of Class)
(PXZ)
Issuer Services
Credit Suisse First Boston Corporation
C/O ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Series 1996-3
Class A-IO
$166,577,385.00.00 (Original Principal Balance)
100.0% (Percentage of Class)
(PXZ)
Patricia Haller
Salomon Smith Barney Inc./Salomon Br
333 W. 34th Street, 3rd Floor
New York, NY 10001
Series 1996-3
Class P-O
$2,274,391.00.00 (Original Principal Balance)
100.0% (Percentage of Class)
(PXZ)
Launa McAfee
Morgan Stanley & Co. Incorporated
One Pierrepont Plaza, 7th Floor
Brooklyn, NY 11201
Series 1996-3
Class M-1
$8,348,577.00.00 (Original Principal Balance)
100.0% (Percentage of Class)
(PXZ)
Issuer Services
Credit Suisse First Boston Corporation
C/O ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Series 1996-3
Class M-2
$10,000,000.00 (Original Principal Balance)
65.0% (Percentage of Class)
(PXY)
Orma Trim Supervisor
Chase Manhattan Bank
4 New York Plaza
13th Floor
New York, NY 10004
Series 1996-3
Class M-2
$5,305,726.00 (Original Principal Balance)
34.0% (Percentage of Class)
(PXZ)
Issuer Services
Credit Suisse First Boston Corporation
C/O ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Series 1996-3
Class M-3
$13,914,296.00 (Original Principal Balance)
100.0% (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. Depositor knows of no
transaction or series of transactions during the fiscal year ended
December 31, 1988, or any currently proposed transaction or series of
transactions, in an amount exceeding $60,000 involving the Depositor 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
None
(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 Depositor 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 Depositors 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 Depositor 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 Depositor has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
By: Bankers Trust Company of California, N.A.
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.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: June 21, 1999
EXHIBIT INDEX
Exhibit Document
None
