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, 1993
Commission file number: 333-53115
FIRST BOSTON MORTGAGE SECURITIES CORP.,
depositor (the "Depositor"), Countrywide Funding Corporation as master
servicer (the "Master Servicer") and Bankers Trust Company of California,
N.A. as trustee (the "Trustee") under the Pooling and Servicing Agreement,
dated as of July 1, 1993, providing for the issuance of the Conduit
Mortgage Pass-Through Certificates, Series 1993-5).
First Boston Mortgage Securities Corp.,
Conduit Mortgage Pass-Through Certificates, Series 1993-5
(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, 1993: NOT APPLICABLE.
Number of shares of common stock outstanding as of December 31, 1993:
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 July 1, 1993
(hereby incorporated herein by reference as part of the Registrant's
Current Report on Form 8-K filed with Securities and Exchange Commission
on February , 1999.
Documents in Part II and Part IV incorporated herein by reference
are as follows:
Monthly Remittance Statement to the Certificateholders as to distributions
made on August 25, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 1999.
Monthly Remittance Statement to the Certificateholders as to distributions
made on September 27, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 1999.
Monthly Remittance Statement to the Certificateholders as to distributions
made on October 25, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 1999.
Monthly Remittance Statement to the Certificateholders as to distributions
made on November 26, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 1999.
Monthly Remittance Statement to the Certificateholders as to distributions
made on December 27, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 1999.
PART I
ITEM 1. Business.
The trust fund relating to Pooling and Servicing Agreement dated as of
July 1, 1993 (the "Pooling and Servicing Agreement") between First Boston
Mortgage Securities Corp., depositor (the "Depositor"), Countrywide
Funding Corporation as master servicer (the "Master Servicer") and Bankers
Trust Company of California, N.A. as trustee (the "Trustee").
The Conduit Mortgage Pass-Through Certificates, Series 1993-5 (the
"Certificates") will be comprised of Interest-Only Class X, Principal Only
Class P, Classes A-1 through A-15, Class A-R, Class M-1, Class M-2, Class
B-1, Class B-2, and the Subordinated Class B-3, Class B-4 and Class B-5
Certificates (collectively with the Class B-1 and Class B-2 Certificates,
the "Class B Certificates"). It is a condition to their issuance that the
Class X, Class P, Class A-1 through Class A-15 and Class A-R
(collectively, the "Class A Certificates") and Class M-1 Certificates be
rated "AAA" by Fitch Investors Service, Inc. ("Fitch") and "Aaa" by
Moody's Investors Service, Inc. ("Moody's"), that the Class M-2
Certificates be rated "AA" by Fitch, that the Class B-1 Certificates be
rated "A" by Fitch and that the Class B-2 Certificates be rated "BBB" by
Fitch. Accordingly, the Class B-1 and Class B-2 Certificates will not
constitute "mortgage related securities" for purposes of the Secondary
Mortgage Market Enhancement Act of 1984, as amended.
The Certificates evidence beneficial ownership interests in a trust fund
(the "Trust Fund") to be created by First Boston Mortgage Securities Corp.
(the "Depositor"), which will consist primarily of a pool of conventional
30-year, fully-amortizing, fixed-rate mortgage loans (the "Mortgage
Loans") secured by first liens on one- to four- family, residential real
properties. The Mortgage Loans were originated by or acquired by
Countrywide Funding Corporation ("Countrywide") and will be purchased by
the Depositor from First Boston Mortgage Capital Corp., an affiliate of
the Depositor. The Mortgage Loans are more fully described under
"Description of the Mortgage Pool and the Underlying Mortgaged Properties"
in the Prospectus Supplement dated July 22, 1993.
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 1993-5, 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 First Boston Mortgage Securities Corp., Conduit Mortgage Pass-Through
Certificates, Series 1993-5 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 (for dates see ITEM 12(a)) was 29.
(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.
Monthly Remittance Statement to the Certificateholders as to distributions
made on August 25, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 1999.
Monthly Remittance Statement to the Certificateholders as to distributions
made on September 27, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 1999.
Monthly Remittance Statement to the Certificateholders as to distributions
made on October 25, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 1999.
Monthly Remittance Statement to the Certificateholders as to distributions
made on November 26, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 1999.
Monthly Remittance Statement to the Certificateholders as to distributions
made on December 27, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 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 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 the dates indicated below, 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:
CEDE & Co
c/o The Depository Trust Company
P.O. Box 20
Bowling Green Station
New York, NY 10274
As of August 2, 1993:
Steve Patriarco, Sr. V.P.
Edward Steffens, V.P.
101 Hudson Street
31st Floor
Jersey City, NJ 07302
Series 1993-5
Class A-3
$25,100,000.00 (Original Principal Amount)
58.0% (Percentage of Class)
As of October 8, 1993:
Orma Trim, Supervisor
Chase Manhattan Bank
4 New York Plaza
13th Floor
New, NY 10004
Series 1993-5
Class A-3
$2,500,000.00 (Original Principal Amount)
6.0% (Percentage of Class)
As of July 30, 1993:
Bankers Trust Company
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1993-5
Class A-3
$12,000,000.00 (Original Principal Amount)
28.0% (Percentage of Class)
As of July 30, 1993:
Sue Stimac
Northern Trust Company - Safekeeping
50 South LaSalle Street, Level A
Chicago, IL 60675
Series 1993-5
Class A-4
$6,400,000.00 (Original Principal Amount)
100% (Percentage of Class)
As of September 23, 1993:
Bankers Trust Company
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Series 1993-5
Class A-5
$21,264,000.00 (Original Principal Amount)
100.0% (Percentage of Class)
As of August 2, 1993:
Security Trust Company
Address not available
Series 1993-5
Class A-5
$3,000,000.00 (Original Principal Amount)
5.2% (Percentage of Class)
As of November 19, 1993:
Connie Alfano
UMB Bank, National Association
P.O. Box 419260
Kansas City, MO 64141-6260
Series 1993-5
Class A-5
$9,927,000.00 (Original Principal Amount)
17.1% (Percentage of Class)
As of 9/13/93:
Continental Bank, NA-Trust
Address not available
Series 1993-5
Class A-5
$22,000,000.00 (Original Principal Amount)
38.0% (Percentage of Class)
As of October 25, 1993:
Virgil Clubbs
A.G. Edwards & Sons, Inc.
1 North Jefferson
St. Louis, MO 63103
Series 1993-5
Class A-6
$8,230,000.00 (Original Principal Amount)
98.0% (Percentage of Class)
As of July 30, 1993:
Diana Karenbauer
The Bank of New York
925 Patterson Plank Road
Secaucus, New Jersey 07094
Series 1993-5
Class A-7
$14,100,000.00 (Original Principal Amount)
100% (Percentage of Class)
As of July 30, 1993:
Marta Hoosain
Citibank, N.A.
P.O. Box 30576
Tampa , FL 33630-3576
Series 1993-5
Class A-8
$11,070,000.00 (Original Principal Amount)
100% (Percentage of Class)
As of December 9, 1993:
Diana Karenbauer
The Bank of New York
925 Patterson Plank Rd.
Secaucus, NJ 07094
Series 1993-5
Class A-9
$31,136,000.00 (Original Principal Amount)
100% (Percentage of Class)
As of July 30, 1993:
Jarvis A. McKee
The Northern Trust Company
801 S. Canal C-IN
Chicago, IL 60607
Series 1993-5
Class A-10
$12,750,000.00 (Original Principal Amount)
100% (Percentage of Class)
As of July 30, 1993:
John Hancock Clearing
Address not available
Series 1993-5
Class A-11
$1,601,000.00 (Original Principal Amount)
100% (Percentage of Class)
As of September 29, 1993:
Anthony Bergamaschi
SG Cowen Securities Corp.
560 Lexington Avenue
New York, NY 10022
Series 1993-5
Class A-12
$200,000.00 (Original Principal Amount)
6.1% (Percentage of Class)
As of October 15, 1993:
Issuer Services
Credit Suisse first Boston Corporation
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1993-5
Class A-12
$1,965,000.00 (Original Principal Amount)
60.1% (Percentage of Class)
As of November 9, 1993:
B. Kramer/Omnibus Clear
Address not available
Series 1993-5
Class A-12
$787,000.00 (Original Principal Amount)
24.1% (Percentage of Class)
As of November 10, 1993:
Anthony D. Branca Compliance Officer
Rickel Securities, Inc.
45 Essex Street
Milburn, New Jersey 07041
Series 1993-5
Class A-12
$260,000.00 (Original Principal Amount)
8.0% (Percentage of Class)
As of October 8, 1993:
Orma Trim, Supervisor
Chase Manhattan Bank
4 New York Plaza
13th Floor
New York, NY 10004
Series 1993-5
Class A-13
$984,000.00 (Original Principal Amount)
83.0% (Percentage of Class)
As of August 2, 1993:
Marge Rozelle
FUNB - PHILA. MAIN
530 Walnut Street
FC1-9-81-48
Philadelphia, PA 19101
Series 1993-5
Class A-13
$201,000.00 (Original Principal Amount)
17.0% (Percentage of Class)
As of July 30, 1993:
Issuer Services
Credit Suisse First Boston Corporation
c/o Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Series 1993-5
Class A-14
$988,000.00 (Original Principal Amount)
100% (Percentage of Class)
As of July 30, 1993:
Diana Karenbauer
The Bank of New York
925 Patterson Plank Rd.
Secaucus, NJ 07094
Series 1993-5
Class A-15
$4,784,000.00 (Original Principal Amount)
100% (Percentage of Class)
As of July 30, 1993:
Helen James
Bankers Trust Company/R.W. Elwood
16 Wall Street, 5th Floor
New York, NY 10005
Series 1993-5
Class M-1
$32,599,000.00 (Original Principal Amount)
100% (Percentage of Class)
As of July 30, 1993:
First Boston Corporation
5 World Trade Center
New York, NY 10048
Series 1993-5
Class A-R
$340,966.00 (Original Principal Amount)
99% (Percentage of Class)
As of 10/18/93:
Pitt & Co.
c/o Bankers Trust Company
P.O. Box 2444 Church Street Station
New York, NY 10008
Series 1993-5
Class B-1
$4,335,000.00 (Original Principal Amount)
100% (Percentage of Class)
As of September 27, 1993:
Webell & Co.
c/o Continental Bank, NA
231 South LaSalle Street 1980-2
Chicago, IL 60693
Series 1993-5
Class B-2
$468,000.00 (Original Principal Amount)
100% (Percentage of Class)
As of September 29, 1993:
Atwell & Co.
c/o United States Trust Company of NY
P.O. Box 456
Wall Street Station
New York, NY 10005
Series 1993-5
Class M-2
$6,000,000.00 (Original Principal Amount)
51% (Percentage of Class)
As of March 14, 1994:
EMSEG & Co.
c/o Norwest Bank of Minnesota, N.A.
P.O. Box 1450
NW 9919
Minneapolis, MN 55485
Series 1993-5
Class M-2
$2,000,000.00 (Original Principal Amount)
17% (Percentage of Class)
Webell & Co.
c/o Continental Bank, NA
231 South Lasalle Street 1980-2
Chicago, IL 60693
Series 1993-5
Class M-2
$3,670,000.00 (Original Principal Amount)
31% (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, 1993, 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
Monthly Remittance Statement to the Certificateholders as to distributions
made on August 25, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 1999.
Monthly Remittance Statement to the Certificateholders as to distributions
made on September 27, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 1999.
Monthly Remittance Statement to the Certificateholders as to distributions
made on October 25, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 1999.
Monthly Remittance Statement to the Certificateholders as to distributions
made on November 26, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 1999.
Monthly Remittance Statement to the Certificateholders as to distributions
made on December 27, 1993, and filed with the Securities and Exchange
Commission on Form 8-K on February 10, 1999.
(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 July 1, 1993.
By: /s/Judy L. Gomez
Judy L. Gomez
Assistant Vice President
Date: March 4, 1999
EXHIBIT INDEX
Exhibit Document
1.1. Monthly Remittance Statement to the Certificateholders as to
distributions made on August 25, 1993, and filed with the Securities
and Exchange Commission on Form 8-K on February 10, 1999.
1.2 Monthly Remittance Statement to the Certificateholders as to
distributions made on September 27, 1993, and filed with the
Securities and Exchange Commission on Form 8-K on February 10, 1999.
1.3 Monthly Remittance Statement to the Certificateholders as to
distributions made on October 25, 1993, and filed with the
Securities and Exchange Commission on Form 8-K on February 10, 1999.
1.4 Monthly Remittance Statement to the Certificateholders as to
distributions made on November 26, 1993, and filed with the
Securities and Exchange Commission on Form 8-K on February 10, 1999.
1.5 Monthly Remittance Statement to the Certificateholders as to
distributions made on December 27, 1993, and filed with the
Securities and Exchange Commission on Form 8-K on February 10, 1999.
1.6 The Pooling and Servicing Agreement of the Registrant dated as of
July 1, 1993 (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 February , 1999.
