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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from November 1, 1996 to December 31, 1996
Commission file number 333-53115
CS First Boston Mortgage Securities Corp.
(AS DEPOSITOR UNDER THE POOLING AND SERVICING AGREEMENT,
DATED AS OF NOVEMBER 1, 1996, PROVIDING FOR THE ISSUANCE OF
ASSOCIATES MANUFACTURED HOUSING CONTRACT
PASS-THROUGH CERTIFICATES, SERIES 1996-2)
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 333-53115 13-3320910
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(State or Other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
</TABLE>
CS First Boston Mortgage Securities Corp.
11 Madison Avenue
New York, New York 10010
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (212) 325-2000
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 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
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Trust does not have any voting stock.
Trust has not been involved in bankruptcy proceedings during the preceding five
years.
Trust is not reporting as a corporate issuer.
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PART I
Item 1. Business.
Not Applicable.
Item 2. Properties.
The Associates Manufactured Housing Contract Pass-Through
Certificates, Series 1996-2 (the "Certificates") were issued pursuant
to a pooling and servicing agreement, dated as of November 1, 1996
(the "Agreement"), among CS First Boston Mortgage Securities Corp., as
depositor (the "Depositor"), Ford Consumer Finance Company, Inc. as
seller and servicer, and The Chase Manhattan Bank, as trustee (the
"Trustee").
The Certificates consist of five classes (each, a "Class") of Senior
Certificates (respectively, the "Class A-1 Certificates," the "Class
A-2 Certificates," the "Class A-3 Certificates," the "Class A-4
Certificates" and the "Class A-5 Certificates," and collectively, the
"Class A Certificates" or the "Senior Certificates") and four Classes
of subordinate Certificates (respectively, the "Class M Certificates,"
the "Class B-1 Certificates," the "Class B-2 Certificates" and the
"Class R Certificates," and collectively, the "Subordinate
Certificates"). The Certificates were issued in the amounts (with
respect to each Class, the "Initial Certificate Principal Balance")
and bear the pass-through rates (with respect to each Class, the
"Pass-Through Rate") set forth below:
<TABLE>
<CAPTION>
Initial Certificate Pass-Through
Class Principal Balance Rate
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<S> <C> <C>
Class A-1 Certificates $ 96,750,000 5.70%
Class A-2 Certificates $ 64,700,000 6.05%
Class A-3 Certificates $ 63,470,000 6.35%
Class A-4 Certificates $ 36,350,000 6.60%
Class A-5 Certificates $ 74,885,000 6.90%
Class M Certificates $ 27,339,000 7.10%
Class B-1 Certificates $ 27,339,000 7.20%
Class B-2 Certificates $ 14,176,244 8.30%
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Class R Certificates
The Associates Manufactured Housing Contract Pass-Through Certificates,
Series 1996-2 (the "Certificates") represent beneficial interests in a
trust (the "Trust"), the assets of which consist primarily of
manufactured housing installment sales contracts and installment loan
agreements (the "Contracts") originated or purchased by Ford Consumer
Finance Company, Inc. ("FCFC") in the ordinary course of its business
and conveyed by FCFC to CS First Boston Mortgage Securities Corp. (the
"Depositor") and then conveyed by the Depositor to the Trust. Payments
of principal and interest on the Certificates are distributed to
Certificateholders on the fifteenth day of each month (or if such day
is not a Business Day, the immediately succeeding Business Day). The
rights to receive distributions of interest and principal by the
holders of (i) the Class M Certificates is subordinated to such rights
of the Senior Certificateholders, (ii) the Class B Certificates are
subordinated to such rights of the Class A and Class M
Certificateholders and (iii) the Class B-2 Certificateholders are
subordinated to such rights of the Class A, Class M and Class B-1
Certificateholders.
As of November 1, 1996, the Contract Pool consisted of 14,385 contracts
having an aggregate principal balance of $405,009,244.00.
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As of December 31, 1996, the end of the year of the Trust for which
this Form 10-K Annual Report is being filed, there were 14,170
contracts with an aggregate value of $397,230,563.57 outstanding.
The change in the aggregate principal balance of the Contracts between
November 1, 1996, and December 31, 1996, was due to: (i) scheduled
principal payments, made by or on behalf of the Obligors on the
Contracts; and (ii) payment in full of 194 Contracts. There were no
repurchases of defaulted Contracts pursuant to the Reserve Fund. The net
loss on Contracts for the period from November 1, 1996, through December
31, 1996, was $198,128.84. The aggregate amount recovered from sales of
repossessed manufactured homes during the period was $275,169.51.
At December 31, 1996, there were one hundred ninety (190) accounts with
an aggregate principal balance of $4,465,182.02 that were 30-59 days
delinquent, forty (40) accounts with an aggregate principal balance of
$1,060,152.40 that were 60-89 days delinquent, and sixteen (16) accounts
with an aggregate principal balance of $399,197.82 that was 90 or more
days delinquent. The foregoing delinquent balances represent 1.102%,
0.262%, 0.099% respectively, of the outstanding pool balance as of
December 31, 1996 (1.463% in total).
FCFC transferred its manufactured housing finance business, including the
Contracts and related servicing, to Associates Housing Finance LLC
(formerly, Associates Housing Finance Services, Inc.), a wholly-owned
subsidiary of Associates First Capital Corporation, effective as of
March1, 1997.
Item 3. Legal Proceedings.
The Registrant knows of no material legal proceedings with respect to
the Trust, involving the Trust, the Trustee or the Company, as
Servicer of the Receivables, other than ordinary routine litigation
incidental to the Trustee's or the Company's servicing duties under
the Agreement.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the period covered by this report to a
vote of the Certificateholders.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
(a) CS First Boston and Morgan Stanley and Co. have informed the
Company that, while they have been prepared to quote prices to
institutional investors for the purchase and sale of
Certificates, to the best of their knowledge, there have been
only limited sporadic quotations for the purchase and sale of
Certificates.
(b) As of December 31, 1996, there was one (1) Certificateholder of
record, Cede & Co. as nominee for the Depository Trust Company
("DTC").
(c) Not Applicable.
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Not Applicable.
Item 8. Financial Statement and Supplementary Data.
Not Applicable.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
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PART III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation.
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) To the best knowledge of the registrant, as of December 31,
1996, there was one (1) Certificateholder of record for each
class of certificates, Cede & Co. as nominee for DTC, whose
participating members in aggregate owned of record in excess of
five percent (5%) of the interest represented by the
certificates, as set forth in the table below. The Registrant
has no knowledge of whether any of such participating member of
DTC is a "Beneficial owner" (as that term is defined in Rule
13d-3 under the Securities Exchange Act of 1934), of the
Certificates held of record.
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<CAPTION>
Name and Address Amount and Nature Percent
Title of Class of of of
Certificateholder Certificate Holdings Class
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<S> <C> <C> <C>
Associates Manufactured Cede & Co. 1,935 23.89%
Housing Contract P.O. Box 20 Certificates
Series 1996-2 5.70% Bowling Green Station representing
Asset Backed New York, NY 10274 $96,750,000.00 <F1>
Certificates,
Class A-1
Associates Manufactured Cede & Co. 1,294 15.97%
Housing Contract P.O. Box 20 Certificates
Series 1996-2 6.05% Bowling Green Station representing
Asset Backed New York, NY 10274 $64,700,000.00 <F1>
Certificates,
Class A-2
Associates Manufactured Cede & Co. 1,269 15.67%
Housing Contract P.O. Box 20 Certificates
Series 1996-2 6.35% Bowling Green Station representing
Asset Backed New York, NY 10274 $63,470,000.00 <F1>
Certificates,
Class A-3
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<TABLE>
<S> <C> <C> <C>
Associates Manufactured Cede & Co. 727 8.98%
Housing Contract P.O. Box 20 Certificates
Series 1996-2 6.60% Bowling Green Station representing
Asset Backed New York, NY 10274 $36,350,000.00 <F1>
Certificates,
Class A-4
Associates Manufactured Cede & Co. 1,498 18.49%
Housing Contract P.O. Box 20 Certificates
Series 1996-2 6.90% Bowling Green Station representing
Asset Backed New York, NY 10274 $74,885,000.00 <F1>
Certificates,
Class A-5
Associates Manufactured Cede & Co. 547 6.75%
Housing Contract P.O. Box 20 Certificates
Series 1996-2 7.10% Bowling Green Station representing
Asset Backed New York, NY 10274 $27,339,000.00 <F1>
Certificates,
Class M
Associates Manufactured Cede & Co. 547 6.75%
Housing Contract P.O. Box 20 Certificates
Series 1996-2 7.20% Bowling Green Station representing
Asset Backed New York, NY 10274 $27,339,000.00 <F1>
Certificates,
Class B-1
Associates Manufactured Cede & Co. 283 3.50%
Housing Contract P.O. Box 20 Certificates
Series 1996-2 8.30% Bowling Green Station representing
Asset Backed New York, NY 10274 $14,176,244.00 <F1>
Certificates,
Class B-2
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[FN]
<F1> Each Certificate represented $50,000 on date of issuance and $49,039.69
as of December 31, 1996. As of December 31, 1996, the aggregate
outstanding principal amount of Certificates was $397,230,563.57.
</FN>
(b) Not Applicable.
(c) Not Applicable.
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Item 13. Certain Relationships and Related Transactions.
(a) The Registrant knows of no transaction or series of similar
transactions during the period from inception (September 1,
1996) through December 31, 1996, or any currently proposed
transaction or series of similar transactions to which the
Trustee or the Trust has been or will be a party, involving an
amount exceeding $60,000 and in which any Certificateholder or
any beneficial owner, in either case, who owns more than five
percent of the interest represented by the Certificates, or any
member of the immediate family of any Certificateholder of
beneficial owner, had or will have a direct or indirect
material interest.
(b) Not Applicable.
(c) Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The attached report of Coopers & Lybrand L.L.P. regarding the
servicing activities of the Company, prepared pursuant to ARTICLE
XIII, Section 13.11. of the Standard Terms and Conditions of the
Agreement, is filed as Exhibit 99.
(b) In its request for a no-action letter (which letter was issued by
the Commission on September 19, 1991), Associates Housing Finance
Services Inc., on behalf of the Registrant, proposed to
include herein as an exhibit the Annual Report required to be
issued following the end of each calendar year by the Trustee
regarding distributions made to Certificateholders in the prior
year. The Registrant files herewith as Exhibit 19(b) the
Trustee's Report for December 1996 as part of the annual report
for the calendar year 1996 pursuant to ARTICLE XIV, Section 14.11
of the Standard Terms and Conditions of the Agreement is filed as
part of this Report.
(c) Servicer's Certificate for December 1996 is filed as Exhibit
19(a).
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SIGNATURES
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.
Associates Manufactured Housing Contract
Pass-Through Certificates, Series 1996-2
By: CS First Boston Mortgage Securities Corp.
Date: June 17, 1999 By: /s/ William S. Pitofsky
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Name: William S. Pitofsky
Title: Attorney-in-fact
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INDEX TO EXHIBITS
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<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
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<S> <C> <C>
19(a) Servicer's Certificate for December, 1996
19(b) Trustee's Report
99 Report of Independent Public Accountants
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EXHIBIT 19(a)
[Not currently available]
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EXHIBIT 19(b)
[LOGO]
The Chase Manhattan Bank
450 West 33rd Street
New York, NY 10001
31-Jan-97
To the Holders of:
Associates Manufactured Housing Contract Pass-Through Certificates,
Series 1996-2
$405,009,244.00 Asset-Backed Certificates
The following information is being provided to you for the calendar year 1996
pursuant to Section 14.10 of the Standard Terms and Conditions of Agreement
effective November 1, 1996. Detailed below are the monthly payment factors (per
$1,000 of original issuance) for interest, principal, and fees and compensation
paid to the Servicer. The information can be utilized for preparation of federal
income tax returns. Should you have any further questions regarding the use of
this information, please consult your tax counsel.
<TABLE>
<CAPTION>
Fees and Compensation
Interest Principal Paid to Servicer
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<S> <C> <C> <C>
November 2.149063 9.338613 0.833333
December 5.328300 9.867567 0.825551
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THE CHASE MANHATTAN BANK
as Trustee and Paying Agent
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[Not currently available]
