SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One) |X| Annual Report pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934 for fiscal year
ended December 31, 1998
or
|_| Transition Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act 1934
for the transaction period from __________to ___________
Commission File Number: 333-51771
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
(In Respect of COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C1)
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(Exact name of registrant as specified in its charter)
Delaware 13-3320910
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11 Madison Avenue
New York, New York 10010
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(Address of Principal Executive Offices) Zip Code
(212) 325-2000
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Registrant's telephone number, including area code
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 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 | | No |X|
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 this Form 10-K or any
amendment to this Form 10-K. [ ]
Not Applicable.
Aggregate market value of voting stock held by non-affiliates of the registrant
as of December 31, 1998.
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<PAGE>
Not Applicable.
Number of shares of common stock outstanding as of December 31, 1998.
Not Applicable.
Registrant has not been involved in bankruptcy proceedings during the proceeding
five years, and is not reporting as a corporate issuer.
The following documents are incorporated by reference into this Form 10-K.
None.
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CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-C1
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FORM 10-K
INDEX
Page
----
PART I.
Item 1. Business.................................................... 4
Item 2. Properties................................................... 4
Item 3. Legal Proceedings........................................... 4
Item 4. Submission of Matters to a Vote of Security Holders......... 5
PART II.
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters....................................... 5
Item 6. Selected Financial Data..................................... 5
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 5
Item 8. Financial Statements and Supplementary Data................. 5
Item 9. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure....................... 5
PART III.
Item 10. Directors and Executive Officers of the Registrant......... 5
Item 11. Executive Compensation..................................... 5
Item 12. Security Ownership of Certain Beneficial Owners
and Management .......................................... 5
Item 13. Certain Relationships and Related Transactions............. 5
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K ............................................. 6
Supplemental Information to be Furnished with Reports Filed
Pursuant to Section 15(d) of the Securities Exchange Act of
1934 of Registrants Which Have Not Registered Securities
Pursuant to Section 12 of such Act. ............................... 7
SIGNATURES................................................................. 8
INDEX OF EXHIBITS.......................................................... 9
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PART I
Item 1. Business
This Annual Report on Form 10-K relates to the Trust Fund formed and the
Commercial Mortgage Pass- Through Certificates, Series 1998-C1 (the
"Certificates") issued pursuant to a Pooling and Servicing Agreement dated as of
June 11, 1998 (the "Pooling Agreement") among Credit Suisse First Boston
Mortgage Securities Corp., as depositor ("Registrant"), Banc One Mortgage
Capital Markets, LLC, as servicer (the "Servicer"), Lennar Partners, Inc., as
special servicer (the "Special Servicer") and State Street Bank and Trust
Company, as trustee (in such capacity, the "Trustee"). Capitalized terms used
herein and not defined have the same meanings ascribed to such terms in the
Pooling Agreement.
This Annual Report on Form 10-K is being filed by the Trustee, in its capacity
as such under the Pooling Agreement, on behalf of the Registrant. The
information contained herein has been supplied to the Trustee by third parties
without independent review or investigation by the Trustee. Pursuant to the
Pooling Agreement, the Trustee is not responsible for the accuracy or
completeness of such information.
The information called for by this item is "not applicable" to the Trust Fund.
As used in this Annual Report filed on Form 10-K, "not applicable" or "Not
Applicable" means that the response to the referenced item is omitted in
reliance on the procedures outlined in numerous no-action letters issued by the
Commission's Staff with respect to substantially similar certificates and
trusts.
Item 2. Properties
Information regarding the mortgaged properties securing the Mortgage Loans has
been set forth in the Prospectus Supplement relating to the Certificates filed
with the Commission. The Trust Fund created under the Pooling Agreement has or
will acquire title to real estate only upon default of the related mortgages
under the Mortgage Loans. The Trust did not acquire any mortgaged property in
connection with the foreclosure of a defaulted Mortgage Asset or otherwise.
The response to this item is made by reference to the Annual Statements as to
Compliance of the Servicer and the Special Servicer, respectively, and the
Annual Accountant's Statements with respect to each of the Servicer and the
Special Servicer, respectively, required to be delivered to the Trustee under
the Pooling Agreement on or before April 15, 1999. The Annual Statement as to
Compliance of Lennar Partners, Inc., in its capacity as Special Servicer under
the Pooling Agreement is annexed hereto as Exhibit 14(a)(i). The Annual
Statement as to Compliance of Banc One Mortgage Capital Markets, LLC ("Banc
One"), in its capacity as Servicer under the Pooling Agreement is annexed hereto
as Exhibit 14(a)(iii).
The Annual Accountant's Statement of Deloitte & Touche LLP, independent public
accountants with respect to compliance by the Special Servicer with the
applicable minimum servicing standards identified in the Mortgage Banker's
Association of America's Uniform Single Attestation Program for Mortgage Bankers
(USAP) is annexed hereto as Exhibit 14(a)(ii). The Annual Accountant's Statement
of PricewaterhouseCoopers, an independent public accountant, with respect to the
Servicer which is required to be delivered under the Pooling Agreement on or
before April 15, 1999 and is annexed hereto as Exhibit 14(a)(iv).
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings involving either
of (i) Mortgage Properties or (ii) to the extent related to the Trust Fund, the
Registrant, the Servicer, the Special Servicer, or the Trustee with respect to
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the Trust Fund other than ordinary routine litigation, if any, incidental to the
Trustee's, the Servicer's, the Special Servicer's, or the Registrant's duties
under the Pooling Agreement and not material when taken as a whole.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote or consent of the holders of the
Certificates during the period covered by this report.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Presently, there is no established trading market for the Certificates known to
the Registrant. As of December 31, 1998, there are an aggregate of 19 holders of
all Classes of the Registrant's Commercial Mortgage Pass-Through Certificates
Series, 1998-C1 including direct participants of the Depository Trust Company
("DTC") but excluding "Cede & Co.", DTC's nominee.
Item 6. Selected Financial Data
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Not Applicable.
Item 8. Financial Statements and Supplementary Data
Not Applicable.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
The Registrant knows of no changes or disagreements with accountants on
accounting and financial disclosure with respect to the Pool or the
Certificates.
Item 10. Directors and Executive Officers of the Registrant
Not Applicable.
Item 11. Executive Compensation
Not Applicable.
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by this item with respect to the security ownership of
certain beneficial owners of the Certificates is annexed hereto as Exhibit 99.1.
Item 13. Certain Relationships and Related Transactions
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<PAGE>
Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements
(i) The Statement as to Compliance to be delivered by Lennar
Partners, Inc. as Special Servicer under the Pooling Agreement is
annexed hereto as Exhibit 14(a)(i).
(ii) The Annual Accountant's Statement of Deloitte & Touche LLP, the
independent public accountants with respect to certain compliance by the
Special Servicer is annexed hereto as Exhibit 14(a)(ii).
(iii) The Statement as to Compliance to be delivered by Banc One
Mortgage Capital Markets LLC as Servicer under the Pooling Agreement is
annexed hereto as Exhibit 14(a)(iii).
(iv) The Annual Accountant's Statement of PricewaterhouseCoopers an
independent public accountant to be delivered to the Trustee on or
before April 15, 1999 with respect to Banc One Mortgage Capital Markets
is annexed hereto as Exhibit 14(a)(iv).
(a)(2) Financial Statement Schedules
Not Applicable.
(a)(3) Exhibits
Unless otherwise indicated, the following exhibits required by Item 601
of Regulation S-K and previously furnished to the Commission as exhibits
to a Report on Form 8-K, are incorporated into this Form 10-K by
reference:
4. Pooling and Servicing Agreement dated as of June 11, 1998, by
and among Credit Suisse First Boston Mortgage Securities
Corp., as depositor, Banc One Mortgage Capital Markets, LLC as
servicer, Lennar Partners, Inc. as special servicer and State
Street Bank and Trust Company, as Trustee.
99.1* Security Ownership of Certain Beneficial Owners.
(b) The following Reports on Form 8-K were filed with the Commission by
or on behalf of the Registrant with respect to the Certificates
during the last quarter of the period covered by this report:
Report on Form 8-K dated October 20, 1998, reporting items 5 and 7.
Report on Form 8-K dated November 7, 1998, reporting items 5 and 7.
Report on Form 8-K dated December 3, 1998, reporting items 5 and 7.
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* Filed herewith
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SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OF REGISTRANTS WHICH HAVE NOT
REGISTERED SECURITIES PURSUANT TO SECTION 12 OF SUCH ACT.
The Registrant has not sent an annual report or proxy material to the holders of
its Certificates. The Registrant will not be sending an annual report or proxy
materials to the holders of its Certificates subsequent to the filing of this
Form 10-K.
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<PAGE>
SIGNATURES
Pursuant to the requirements 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.
CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP. (IN RESPECT OF ITS
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-C1)
Dated: March 31, 1999 By: State Street Bank and Trust Company,
solely in its capacity as Trustee of the
Trust Fund for the Registrant's
Commercial Mortgage Pass-Through
Certificates, Series 1998- C1
and not individually
By: /s/ Julie Kirby
-------------------------------------
Julie Kirby, Assistant Vice President
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<PAGE>
INDEX OF EXHIBITS
Exhibit No. Description
- ----------- -----------
14(a)(i) Annual Statement As To Compliance Delivered by Lennar Partners,
Inc. as Special Servicer
14(a)(ii) Independent Accountant's Report of Deloitte & Touche LLP with
respect to Lennar Partners, Inc. as Special Servicer.
14(a)(iii) Annual Statement As To Compliance Delivered by Banc One Mortgage
Capital Markets, L.L.C.
14(a)(iv) Independent Accountant's Report of PricewaterhouseCoopers with
respect to Banc One Capital Markets, L.L.C.
99.1 Security Ownership of Certain Owners (with original principal
balances).
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CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP. MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C1
EXHIBIT 99.1
PAGE 1 OF 8
ITEM 12. Security Ownership of Certain Beneficial Owners*
As of December 31, 1998, the following persons were known to the Registrant to
be the registered owners of more than 5% of the aggregate fractional undivided
interest evidenced by each Class of the Certificates referenced below*:
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
-------- --------------------- ------------------------------ -------
<S> <C> <C> <C>
Class A-1A* Diana Karenbauer $46,700,000 10.8%
The Bank of New York
925 Patterson Plank Road
Secaucus, NJ 07091
John Lasher $123,575,000 28.6%
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Orma Trim, Supervisor $66,600,000 15.4%
Chase Manhattan Bank
4 New York Plaza, 13th floor
New York, NY 10004
Donna Bilicki $24,060,000 5.6%
Mercantile Bank of St. Louis
National Association Bond
P.O. Box 349
St. Louis, MO 63166
Jarvis A. McKee $24,585,000 5.7%
The Northern Trust Company
801 South Canal C-IN
Chicago, IL 60607
Joseph J. Callahan 47,325,000 10.9%
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporation Action Unit JAB5NW
North Quincy, MA 02171
</TABLE>
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<PAGE>
PAGE 2 OF 8
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
-------- --------------------- ------------------------------ -------
<S> <C> <C> <C>
Class A-1B* Diana Karenbauer $94,735,000 8.9%
The Bank of New York
925 Patterson Plank Road
Secaucus, NJ 07094
John Lasher $177,190,000 16.7%
Bankers Tust Company
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Martin Hoosain $60,000,000 5.7%
Citibank, N.A.
P.O. Box 30576
Tampa, Fl 33630-3576
Credit Suisse First Boston Corporation $107,650,000 10.2%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, New York 11717
Lou Pagnotta $300,000,000 28.4%
DB Clearing Services (Deutsche-Morgan
Grenfell)
175 Water Street
New York, NY 10038
Veronica E. O'Neill $104,370,000 9.8%
Merrill, Lynch, Pierce, Fenner & Smith
Safekeeping
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
Class A-2MF* Constance Holloway $263,890,000 100%
c/o Mellon Bank N.A.
Three Mellon Bank Center, Rm 153-3015
Pittsburgh, PA 15259
</TABLE>
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<PAGE>
PAGE 3 OF 8
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
-------- --------------------- ------------------------------ -------
<S> <C> <C> <C>
Class A-X* Diana Karenbauer $255,629,000 17%
The Bank of New York
925 Patterson Plank Road
Secaucus, NJ 07094
John Lasher $370,807,000 25%
Bankers Tust Company
c/o BT Services Tennessee, Inc.
648 Grassmere Park Drive
Nashville, TN 37211
Rosa Mendez $220,409,297 14.8%
The Bank of New York/CDC Alpha
One Wall Street
New York, NY 10004
Orma Trim, Supervisor $176,770,000 11.9%
Chase Manhattan Bank, Trustee
4 New York Plaza, 13th floor
New York, NY 10004
Jarvis A. McKee $75,639,000 5.1%
The Worthers Trust Company
801 South Canal C-IN
Chicago, IL 60607
David Paldino $209,426,000 14.1%
SSB - Trust Custody
225 Franklin Street, M4
Boston, MA 02110
</TABLE>
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<PAGE>
PAGE 4 OF 8
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
-------- --------------------- ------------------------------ -------
<S> <C> <C> <C>
Class B* Diana Karenbauer $35,000,000 25.6%
The Bank of New York
925 Patterson Plank Road
Secaucus, NJ 07094
Orma Trim, Supervisor $10,000,000 7.3%
Chase Manhattan Bank
4 New York Plaza, 13th floor
New York, NY 10004
Martin Hoosain $75,600,000 55.3%
Citibank, N.A.
P.O. Box 30576
Tampa, Fl 33630-3576
Jarvis A. McKee $10,000,000 7.3%
The Northern Trust Company
801 South Canal C-IN
Chicago, IL 60607
</TABLE>
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<PAGE>
PAGE 5 OF 8
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
-------- --------------------- ------------------------------ -------
<S> <C> <C> <C>
Class C* Diana Karenbauer $15,000,000 10.9%
The Bank of New York
925 Patterson Plank Road
Secaucus, NJ 07094
Constance Holloway $35,500,000 25.9%
c/o Mellon Bank, N.A.
Three Mellon Bank Center Rm. 153-3015
Pittsburgh, PA 35259
Orma Trim, Supervisor $15,000,000 10.9%
Chase Manhattan Bank
4 New York Plaza, 13th floor
New York, NY 10004
Marta Hoosian $37,000,000 27%
Citibank, N.A.
P.O. Box 30576
Tampa, Fl 33630-3576
Jarvis A. McKee $8,760,000 6.4%
The Northern Trust Company
801 South Canal C-IN
Chicago, IL 61607
Joseph J. Callahan $8,760,000 10.9%
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit JAB5NW
North Quincy, MA 02171
</TABLE>
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<PAGE>
PAGE 6 OF 8
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
-------- --------------------- ------------------------------ -------
<S> <C> <C> <C>
Class D* Orma Trim, Supervisor $22,010,000 16.1%
Chase Manhattan Bank
4 New York Plaza, 13th floor
New York, NY 10004
Lorna McAfee $65,000,000 47.6%
Morgan Stanley & Co., Incorporated
One Pierrepont Plaza, 7th floor
Brooklyn, NY 11201
Jarvis A. McKee $15,000,000 10.9%
The Northern Trust Company
801 South Canal C-IN
Chicago, IL 60607
David Paldino $25,000,000 18.3%
SSB - Trust Custody
225 Franklin Street, M4
Boston, MA 02110
</TABLE>
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<PAGE>
PAGE 7 OF 8
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
-------- --------------------- ------------------------------ -------
<S> <C> <C> <C>
Class E* Diana Karenbauer $3,000,000 8.0%
The Bank of New York
925 Patterson Plank Road
Secaucus, NJ 07094
Constance Holloway $2,090,000 5.6%
Boston Safe Deposit and Trust Company
c/o Mellon Bank, N.A.
Three Mellon Bank Center, Rm. 153-3015
Pittsburgh, PA 15259
Orma Trim $18,060,000 48.4%
Chase Manhattan Bank
4 New York Plaza, 13th floor
New York, NY 10004
Joseph J. Callahan $2,580,000 6.9%
State Street Bank and Trust Company
1776 Heritage Drive
Global Corporate Action Unit JAB5NW
North Quincy, MA 02171
Jean Fisher $4,370,000 11.7%
The Fifth Third Bank
Dept. 00850 - Proxy
38 Fountain Square Plaza
Cincinnati, OH 45263
Class F* Cede & Co. $142,700,000.00 100%
55 Water Street
New York, NY 10041
Class G* Cede & Co. $18,700,000 100%
55 Water Street
New York, NY 10041
Class H Credit Suisse Boston Corporation $29,200,000.00 59%
5 World Trade Center, 7th Floor
New York, New York 10048
</TABLE>
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<PAGE>
PAGE 8 OF 8
<TABLE>
<CAPTION>
TITLE NAME AND ADDRESS AMOUNT OF BENEFICIAL
OF CLASS OF BENEFICIAL HOLDERS OWNERSHIP (ORIGINAL PRINCIPAL) % CLASS
-------- --------------------- ------------------------------ -------
<S> <C> <C> <C>
Hare & Co. $8,000,000.00 16%
c/o The Bank of New York
P.O. Box 11203
New York, New York 10286
Lennar MBS, Inc. $12,400,000.00 25%
760 N.W. 107th Avenue, Suite 100
Miami, Florida
Class I Credit Suisse Boston Corporation $18,600,000.00 75%
Att: Stewart Hochberg
5 World Trade Center, 7th Floor
New York, New York 10048
Lennar MBS, Inc. $6,200,000.00 25%
760 N.W. 107th Avenue, Suite 100
Miami, Florida
Class J Credit Suisse First Boston Corporation $37,314,000.00 75%
Attn: Stewart Hochberg
5 World Trade Center, 7th Floor
New York, New York 10048
Nevada Securities Holdings, Inc. $12,438,297.00 25%
760 N.W. 107th Avenue, Suite 100
Miami, Florida 33172
</TABLE>
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* As of January 2, 1999, the security ownership of the referenced Class of
Certificates was registered on the books and records of the Trustee to
"Cede & Co.", the Depository Trust Company's nominee. The beneficial
ownership of such Class disclosed herein is based on a security
positions listing of The Depository Trust Company as of January 2, 1999.
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EXHIBIT 14(a)(i)
CERTIFICATE OF OFFICER
OF
LENNAR PARTNERS, INC.
Pooling and Servicing Agreement
dated as of June 11, 1998, (the "Agreement"), by and among
Credit Suisse First Boston Mortgage Securities Corp., as Depositor, Banc One
Mortgage Capital Markets, LLC, as Servicer, State Street Bank and
Trust Company, as Trustee, and
Lennar Partners, Inc., as Special Servicer
(CSFB 1998-C1)
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 June 25, 1998 through
December 31, 1998 and of 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 challenging
the status, of the Upper-Tier REMIC or Lower-Tier REMIC as a REMIC from the IRS
or any other governmental agency or body.
IN WITNESS WHEREOF, the undersigned has executed and delivered this Certificate
as of the 12th day of March, 1999.
/s/ Ronald E. Schrager
-------------------------
Ronald E. Schrager
Vice President
Lennar Partners, Inc.
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EXHIBIT 14(a)(ii)
Page 1 of 3
Deloitte & Touche LLP
Certified Public Accountants
Suite 400
200 South Biscayne Boulevard
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 Banker's 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 applicable 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
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 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.
Deloitte & Touche LLP
February 12, 1999
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<PAGE>
Page 2 of 3
February 12, 1999
State Street Bank and Trust Company
2 International Place, 5th Floor
Boston, Massachusetts 02110
Attention: CSFB Mortgage Securities Corp., Series 1998-C1
Re: Annual Independent Public Accountant's Servicing Report
CS First Boston Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates, Series 1998-C1
To whom it may concern:
As of and for the year ended December 31, 1998, Lennar Partners, Inc. has
complied 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, NY 10010
Attention: Allan J. Baum
CC: Colleen Graham, Esq., Compliance Department
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<PAGE>
Page 3 of 3
State Street Bank and Trust Company
February 12, 1999
Page 2
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Moody's Investor's Service, Inc.
99 Church Street
New York, NY 10007
Attention: Managing Director, Commercial Mortgaged-Backed Securities
Fitch IBCA, Inc.
One State Street Plaza
New York, NY 10004
Attention: Commercial Mortgage Surveillance Group
Standard & Poor's Ratings Group
25 Broadway
New York, NY 10004
Attention: Surveillance Manager
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EXHIBIT 14(a)(iii)
Page 1 of 2
Banc One Mortgage Capital Markets, Paul Smyth
L.L.C 1717 Main Street, 12th Floor, TX1-2495
Dallas, TX 75201
(214) 290-2505
290-3142/3416 (facsimile)
[email protected]
March 26, 1999
Credit Suisse First Boston Mortgage Securities Corp.
Attn: Allan J. Baum
Eleven Madison Avenue
New York, NY 10010
State Street Bank and Trust Company
Attn: Credit Suisse First Boston Mortgage Securities Corp., Series 1998-1
Corporate Trust Department - 5th Floor
Two International Place
Boston, MA 02110
Standard & Poor's Ratings Services
Attn: Surveillance Manager
26 Broadway
New York, NY 10004
Fitch IBCA, Inc.
Attn: Commercial Mortgage Monitoring Group
One State Street Plaza
New York, NY 10004
Moody's Investors Services, Inc.
Attn: Commercial Mortgage Surveillance Group
99 Church Street
New York, NY 10007
Re: Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage
Pass-Through Certificates Series 1998-C1 ("CSFB 1998-C1")
Dear Sirs and Madams:
This Officer's Certificate is provided to you by Banc One Mortgage Capital
Markets, L.L.C ("BOMCM") pursuant to Section 3.13 of that certain Pooling and
Servicing Agreement
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("PSA") dated as of June 11, 1998 relative to the above referenced
securitization for which BOMCM acts as Servicer. Capitalized terms used herein
shall bear the meaning ascribed to them in the PSA unless otherwise defined in
this letter.
The undersigned officer, on behalf of BOMCM, hereby informs you that (i) a
review of the servicing operations of the Servicer during the preceding calendar
year and of its performance under this Agreement has been made under such
officer's supervision, (ii) to the best of such officer's knowledge, based on
such review, the Servicer has fulfilled all of its obligations under this
Agreement in all material respects throughout such year, or, if there has been a
material default in the fulfillment of any such obligation, it has been noted
herein, (iii) to the best of such officer's knowledge, each related sub-servicer
has fulfilled its obligations under its sub-servicing agreement in all material
respects, or, if there has been a material default in the fulfillment of such
obligations, it has been noted herein and (iv) it has not received any notice
regarding qualification, or challenging the status, of the Upper-Tier REMIC or
Lower- Tier REMIC as a REMIC from the IRS or any other governmental agency or
body.
Should you have any questions regarding this matter, please contact me at the
number referenced above.
Sincerely,
BANC ONE MORTGAGE
CAPITAL MARKETS, L.L.C.
By: Paul Smyth
Managing Director of Servicing
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EXHIBIT 14(a)(iv)
Page 1 of 2
[PRICEWATERHOUSECOOPERS LOGO]
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PricewaterhouseCoopers LLP
2001 Ross Avenue, Suite 1800
Dallas, TX 75201-2997
Telephone (214) 754-7900
Independent Accountant's Report
To Banc One Mortgage Capital Markets, LLC:
We have examined management's assertion about Banc One Mortgage Capital Markets
LLC's ("BOMCC") 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 commercial loan and multifamily loan
servicing for which minimum servicing standards V.4 and VI.1, are inapplicable
to such servicing according to the Mortgage Bankers Association) as of and for
the year ended December 31, 1998 included in the accompanying management
assertion. Management is responsible for BOMCM'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 BOMCM's compliance with the 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 BOMCM's compliance with the minimum servicing standards.
In our opinion, management's assertion that BOMCM complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 1998 is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
February 22, 1999
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BancOne Mortgage Tel 800 887-6781
Capital Markets, LLC
TX1-2498
1717 Main Street Suite 1400
Dallas, TX 75201-2498
[BANC1ONE LOGO]
February 22, 1999
PricewaterhouseCoopers
2001 Ross Avenue
Suite 1800
Dallas, Texas 75201-2997
As of and for the year ended December 31, 1998, Banc One Mortgage Capital
Markets, LLC ("BOMCC") has complied in all material aspects with the minimum
servicing standards set forth in the Mortgage Bankers Association of America's
Uniform Single Attestation Program for Mortgage Bankers ("USAP") (except, for
commercial loan and multifamily loan servicing, minimum servicing standards V.4
and VI,1., which the MBA has interpreted as inapplicable to such servicing.) As
of and for this same period, BOMCM had in effect a fidelity bond and errors and
omissions policy in the amount of $25 million.
/s/ Edgar L. Smith, II
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Edgar L. Smith, II
Chief Operating Officer
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