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 fiscal year ended December 31, 1998
[ ] 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 333-51771-01
Credit Suisse First Boston Mortgage Securities Corp.
(Exact name of registrant as specified in its charter)
Delaware 13-3320910
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
Eleven Madison Avenue
New York, New York 10010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code : (212) 325-2000
Credit Suisse First Boston Mortgage
Securities Corp. Commercial Mortgage Pass-Through Certificates,
Series 1998-C2, Class A-1, A-2, A-X, B, C, D and E
(Title of each class of securities covered by this Form)
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/A or any
amendment to this Form 10-K/A. [X]
Documents incorporated by reference: None
<PAGE>
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-C2
- -------------------------------------------------------
AMENDMENT NUMBER 1 OF 1
-2-
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Omitted.
(2) Financial Statement Schedules:
Omitted.
(3) Exhibits:
Annual Statements of Compliance, filed as Exhibit 99.1 hereto.
Annual Servicing Reports, filed as Exhibit 99.2 hereto.
(b) Reports on Form 8-K: There were no Current Reports on Form 8-K filed by
the Registrant during the last quarter of 1998.
(c) Exhibits to this report are listed in Item (14)(a)(3) above.
-3-
<PAGE>
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: May 4, 1999 By: /s/ Nina Velastegui
-----------------------------
Nina Velastegui
Trust Officer
-4-
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
99.1 Annual Statements of Compliance 6-10
99.2 Annual Servicing Reports 11-13
-5-
<PAGE>
EXHIBIT 99.1
ANNUAL STATEMENTS OF COMPLIANCE
-6-
<PAGE>
First Union National Bank
NC1075
Structured Products Servicing
201 South College Street
Charlotte Plaza - Floor 23
Charlotte, North Carolina 28288-1075
OFFICER'S CERTIFICATE
Reference is hereby made to that certain Pooling and Servicing Agreement
dated as of November 11, 1998 by and among Credit Suisse First Boston Mortgage
Securities Corp., as Depositor, First Union National Bank as Master Servicer
(the "Master Servicer"), Lennar Partners, Inc., as Special Servicer, and The
Chase Manhattan Bank, as Trustee with respect to Commercial Mortgage
Pass-Through Certificates, Series 1998-C2 (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, Timothy S. Ryan and Timothy E.
Steward, Vice Presidents of the Master Servicer, do hereby certify that:
1. A review of the servicing operations of the Master Servicer during the
period from November 24, 1998 and through December 31, 1998 and of
performance under the Agreement during such period has been made under our
supervision; and
2. To the best of our knowledge, based on such review, the Master Servicer has
fulfilled all its obligations under the Agreement in all material respects
throughout the period November 24, 1998 through December 31, 1998; and
3. To the best of our knowledge, each related sub-servicer has fulfilled its
obligations under its sub-servicing agreement in all material respects
throughout the period November 24, 1998 through December 31, 1998; and
4. The Master Servicer has received no notice regarding qualification, or
challenging the status of any portion of the Trust Fund as a REMIC from
the Internal Revenue Service or any other governmental agency or body.
IN WITNESS WHEREOF, the undersigned have executed this Certificate as of
the 26th day of March 1999.
/s/ Timothy S. Ryan /s/ Timothy E. Steward
--------------------------- ---------------------------
Timothy S. Ryan, Vice President Timothy E. Steward, Vice President
First Union National Bank First Union National Bank
-7-
<PAGE>
First Union National Bank
NC0121
Structured Products Servicing
Charlotte Plaza, Floor 23
301 South College Street
Charlotte, North Caroline 29288-0121
704 374-2487
Fax 704 383-9862
MANAGEMENT'S ASSERTION
As of and for the year ended December 31, 1998, First Union National Bank's
Commercial Loan Servicing Division (the Bank) 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 periods, the Bank had in effect
fidelity bond and errors and omissions policies in the amount of $200 million
and $20 million, respectively.
/s/ Timothy S. Ryan March 8, 1999
------------------------- -------------
Timothy S. Ryan Date
Vice President
/s/ John M. Church March 8, 1999
------------------------- -------------
John M. Church Date
Senior Vice President
-8-
<PAGE>
CERTIFICATE OF OFFICER
OF
LENNAR PARTNERS, INC.
Pooling and Servicing Agreement
dated as of December 18, 1998, (the "Agreement"), by and among
Credit Suisse First Boston Mortgage Securities Corp., as Depositor, First Union
National Bank, as Servicer, The Chase Manhattan Bank, as Trustee, and Lennar
Partners, Inc., as Special Servicer
(CFSB 1998-C2)
The undersigned, Ronald E. Schrager, as Vice President of LENNAR PARTNERS, INC.,
a Florida Corporation (the "Company"), in accordance with Section 3.13 of the
Agreement, does hereby certify on behalf of the Company that (i) a review of
the servicing operations of the Company during the period from November 24, 1998
through December 31, 1998 and the Company's performance under the Agreement has
been made under my supervision; (ii) to the best of my knowledge, based on such
review, the Company has fulfilled all of its obligations under the Agreement
in all material respects throughout such period ended December 31, 1998; (iii)
the Company has not appointed any sub-servicers or engaged in any sub-servicing
agreements pursuant to which sub-servicers have any obligations to fulfill; and
(iv) the Company has received no notice regarding qualification, or challanging
the status, of any REMIC for the above referenced Agreement as a REMIC from the
IRC or any other governmental agency or body.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate
as of 12th day of March, 1999.
/s/ Ronald E. Schrager
---------------------------
Ronald E. Schrager
Vice President
Lennar Partners, Inc.
-9-
<PAGE>
Lennar Partners
760 Northwest 107th Avenue, Suite 400
Miami, Florida 33172
February 12, 1999
The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
Attention: Structured Finance Services (CMBS)
Re: Annual Independent Public Accountant's Servicing Report
CS First Boston Mortgage Securities Corp., 1998-C2
Commercial Mortgage Pass-Through Certificates
To whom it may concern:
As of and for the year ended December 31, 1998, Lennar Partners, Inc. has
compiled in all material respects with the applicable minimum servicing
standards set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers applicable to the commercial and
multifamily mortgages for the special servicer as noted in the attachment to
this assertion. As of and for this same period, Lennar Partners, Inc. had in
effect a fidelity bond in the amount of $7,500,000 and an errors and omissions
policy in the amount of $10,000,000.
Sincerely,
LENNAR PARTNERS, INC.
/s/ Susan K. Chapman
- ---------------------
Susan K. Chapman
Vice President
cc: Credit Suisse First Boston Mortgage Securities Corp
Eleven Madison Avenue
New York, New York 10010
Attention: Allan J. Baum
cc: Colleen Graham, Esq., Compliance Department
cc: Moody's Investor Services, Inc.
99 Church Street
New York, New York 10007
Attention: Commercial Mortgage Surveillance Group
cc: Fitch IBCA, Inc.
One State Street Plaza
New York, New York 10004
Attention: Commercial Mortgage Monitoring Group
-10-
<PAGE>
EXHIBIT 99.2
ANNUAL SERVICING REPORTS
-11-
KPMG
SUITE 2800
TWO FIRST UNION CENTER
CHARLOTTE, NC 28262-8290
Independent Accountants' 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 Bank) compliance 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 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, 1998 included in the accompanying management
assertion. Management is responsible for the Bank's compliance with those
minimum servicing standards. Our responsibility is to express an opinion on
management's assertion about the Bank'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 Bank's compliance with the
applicable 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 the Bank's compliance with the applicable minimum
servicing standards.
In our opinion, management's assertion that the Bank complied with the
aforementioned applicable minimum servicing standards as of and for the year
ended December 31, 1998 is fairly stated, in all material respects.
/s/ KPMG LLP
- -------------------------
KPMG LLP
March 8, 1999
-12-
<PAGE>
Deloitte & Touche LLP
Certified Public Accountants
Suite 400
200 South Biscayne Blvd
Miami, Florida 33131-2310
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors of
Lennar Partners, Inc.:
We have examined management's assertion about Lennar Partners, Inc.'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), as applicable to the special servicing of commercial
and multifamily mortgage loans as of and for the year ended December 31, 1998
included in the accompanying management assertion. Management is responsible for
the Company's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about the
entity'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, 1998 is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
February 12, 1999
-13-
