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 Fiscal Year Ended December 31, 1997
Commission File Number 33-42666
COLLATERALIZED MORTGAGE SECURITIES CORPORATION
(Exact name of registrant as specified in its chapter)
<TABLE>
<S> <C>
Maryland 13-3251782
- ---------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
11 Madison Avenue, New York, New York 10010
- ---------------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-325-1811
------------------------------------
</TABLE>
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Title of Number of shares outstanding
each class as of December 31, 1997
---------- -----------------------
Common Stock 10,000
par value $0.01 per share
As of March 26, 1998 none of the Registrant's Common Stock was held by
non-affiliates.
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
--- ---
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C> <C>
PART I
Item 1. Business 3
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 6
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 6
Item 6. Selected Financial Data 6
PART II
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 8. Financial Statements 8
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 15
PART III
Item 10. Directors and Executive Officers of the Registrant 15
Item 11. Executive Compensation 15
Item 12. Security Ownership of Certain Beneficial Owners
and Management 15
Item 13. Certain Relationships and Related Transactions 15
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 16
SIGNATURES 18
INDEX TO EXHIBITS 19
CONSENT OF INDEPENDENT PUBLIC AUDITORS 21
</TABLE>
Page 2
<PAGE>
PART I
- ------
Item 1. Business
Collateralized Mortgage Securities Corporation (the "Company")
is a wholly owned subsidiary of Credit Suisse First Boston
Management Corporation ("FBSC"), which is a wholly owned
subsidiary of Credit Suisse First Boston, Inc., a privately
owned holding company.
The Company was organized on January 29, 1985 as a Maryland
corporation. The Company was organized to issue and sell
Collateralized Mortgage Obligations (the "Bonds") backed by
mortgage-backed certificates (the "Certificates") issued and
guaranteed as to principal and interest by the Government
National Mortgage Association ("GNMA"), the Federal National
Mortgage Association ("FNMA"), the Federal Home Loan Mortgage
Corporation ("FHLMC") and/or mortgage loans and participations
therein.
On December 22, 1988, FBSC contributed all of the outstanding
shares of common stock of Asset Backed Securities Corporation
("ABSC") to the Company. As a result ABSC became a wholly
owned subsidiary of the Company. The transaction has been
accounted for as a combination of entities under common
control. ABSC was organized to issue notes collateralized by
receivables from (i) retail automotive installment sale
contracts, loans or leases, (ii) consumer or commercial loans
or leases, (iii) residential or commercial mortgages or
leases, (iv) pass-through certificates evidencing fractional
undivided ownership interests in trusts or pools of
receivables, or (v) any combination thereof. The Company does
not guarantee the asset backed obligations of ABSC if a
default of their respective notes occurs.
Prior to March 29, 1985, the Company had not commenced
operations except for organizational matters. During the
period from March 29, 1985 to April 28, 1986 the Company
issued Series A, Series B, Series C, Series D, Series E,
Series F, Series G and Series H of the Bonds totaling
$2,225,000,000, aggregate principal amount. The Company backed
such Bonds with the purchase of Certificates, which
approximated $2,225,000,000, from Credit Suisse First Boston
Corporation, a wholly owned subsidiary of Credit Suisse First
Boston, Inc. simultaneously with the issuance of the Bonds,
which represented obligations solely of the Company.
Page 3
<PAGE>
Item 1. Business (Continued)
--------------------
On April 30, 1986, the Company deposited substantially all of
its assets and related liabilities into Collateralized
Mortgage Securities Trust (the "Trust"), a trust formed under
the laws of the state of Delaware pursuant to a deposit trust
agreement (the "Deposit Trust Agreement") dated as of April
30, 1986, between the Company and Wilmington Trust Company, as
owner trustee (the "Owner Trustee").
Such assets and related liabilities included the Certificates,
accrued interest receivable, trustee collection accounts,
deferred debt issuance costs, the Bonds and accrued interest
payable. In accordance with the Deposit Trust Agreement, the
Owner Trustee issued to the Company participations
representing 100% of the beneficial interest in the Trust and
assumed the liability of the Company on its outstanding Bonds.
Simultaneously with this deposit into the Trust, the Company
sold the participations.
The Company recorded the issuance of Series I, J, K, L, M, N,
P, Q, R, S, T, U, V, W, X and Y of the Bonds during 1987,
Series 1988-1 through 1988-19 during 1988, Series 1989-1
through 1989-3 during 1989, Series 1990-1 through 1990-8
during 1990, Series 1991-1 through 1991-9 during 1991 and
Series 1992-1 through 1992-3 during 1992. Each of these
issuances has been accounted for as a sale of the
Certificates; accordingly, the Bonds and the related
Certificates do not appear on the Company's Consolidated
Balance Sheets.
The Company recorded no issuances in 1993, or thereafter.
Page 4
<PAGE>
Item 1. Business (Continued)
--------------------
Prior to October 30, 1986, ABSC had not commenced operations
except for the conduct of organizational matters. During the
period from October 30, 1986 to December 3, 1987 ABSC issued
Series 1 through Series 6 of Asset Backed Obligations (the
"Notes") totaling $5,883,951,000 aggregate principal amount.
ABSC backed the Notes with the purchase (indirectly through
FBSC) of retail automotive installment sale contracts (the
"Receivables") purchased from General Motors Acceptance
Corporation, General Electric Credit Corporation and BMW
Credit Corporation.
During 1987 and 1988 ABSC deposited substantially all of its
assets and related liabilities into FBC Asset Securities Trust
1 and Asset Securities Trust 2, respectively, trusts formed
under the laws of the state of Delaware pursuant to trust
agreements between ABSC and Wilmington Trust Company as owner
trustee. Such assets and related liabilities consisted of the
Receivables, accrued interest receivable, trustee collection
accounts, deferred debt issuance costs, limited guarantees of
payments under the Receivables up to a limited amount,
guaranteed investment contracts, the Notes and accrued
interest payable. In accordance with the trust agreements the
owner trustee issued trust certificates to ABSC representing
100% undivided beneficial interest in the trusts. On January
30, 1987, February 12, 1987 and January 21, 1988, ABSC,
through private placements, sold 100% of its beneficial
interests in the residual cash flows of the trusts.
On December 15, 1990 and November 15, 1992, FBC Asset
Securities Trust 1 and Asset Securities Trust 2, respectively,
distributed the final payments to its bondholders and
beneficial interest owners.
ABSC sold Series 7 of the Notes on April 17, 1990,
representing $609,280,000 aggregate principal amount. The
Notes were secured by a pool of retail automotive installment
sale contracts (the "Receivables"). This issuance has been
accounted for as a sale of the Receivables; accordingly, the
Notes and the related Receivables do not appear on the
Company's Consolidated Balance Sheets.
Page 5
<PAGE>
Item 2. Properties
The Company neither owns nor leases any physical properties.
Item 3. Legal Proceedings
The Company is not a party to any material actual or pending
legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders
during the year ended December 31, 1997.
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
As of March 26, 1998 all outstanding shares of the Company's
common stock are owned indirectly by Credit Suisse First
Boston, Inc. and are not traded in any stock exchange or in
the over-the-counter market.
Item 6. Selected Financial Data
Selected financial data is omitted because the information is
included in the consolidated financial statements or notes
thereto.
Page 6
<PAGE>
PART II
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The consolidated financial statements present the consolidated
financial position and results of operations of Collateralized
Mortgage Securities Corporation and its wholly owned
subsidiary, Asset Backed Securities Corporation.
The principal activities of the Company and ABSC include (i)
issuing and selling collateralized mortgage obligations and
asset backed obligations (the "Bonds") and acquiring, owning,
holding and pledging mortgage-backed securities and
receivables, (ii) conveying or transferring all or any portion
of the Companies' rights, title or interest in the Bonds to
various entities including trusts and (iii) creating,
acquiring, owning and selling residual interests in such
entities.
Results of Operations
For the years ended December 31, 1997, 1996 and 1995 the
Company recorded no issuances.
All gains and losses are recognized by FBSC in each
transaction.
Liquidity and Capital Resources
The Company and ABSC utilize FBSC to facilitate the settlement
of all transactions and maintain all excess cash with FBSC.
Such cash is available from FBSC on demand and does not earn
interest.
Page 7
<PAGE>
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<S> <C> <C>
Item 8. Financial Statements
INDEX TO FINANCIAL STATEMENTS Page
Independent Auditors' Report 9
Consolidated Balance Sheets as of December 31, 1997 and 1996 10
Consolidated Statements of Operations for the Years Ended
December 31, 1997, 1996 and 1995 11
Consolidated Statements of Changes in Stockholder's Equity for
the Years Ended December 31, 1997, 1996 and 1995 11
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995 12
Notes to Consolidated Financial Statements 13
Consolidated financial statement schedules are omitted because
they are either not required, inapplicable, or the information
is included in the consolidated financial statements or notes
thereto.
</TABLE>
Page 8
<PAGE>
Independent Auditors' Report
The Board of Directors
Collateralized Mortgage Securities Corporation:
We have audited the accompanying consolidated balance sheets of Collateralized
Mortgage Securities Corporation and Subsidiary as of December 31, 1997 and 1996,
and the related consolidated statements of operations, changes in stockholder's
equity, and cash flows for each of the years in the three year period ended
December 31, 1997. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Collateralized
Mortgage Securities Corporation and Subsidiary as of December 31, 1997 and 1996,
and the results of their operations and their cash flows for each of the years
in the three year period ended December 31, 1997, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
New York, New York
March 26, 1998
Page 9
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31,
1997 1996
------ ------
(In thousands, except par
value and share data)
Assets
Cash $ 12 $ 12
Receivable from Credit Suisse First Boston
Management Corporation 1 1
------ ------
Total Assets $ 13 $13
====== ======
Liabilities and Stockholder's Equity
Accrued expenses $ -- $ --
------ ------
Total Liabilities -- --
------ ------
Stockholder's Equity:
Common stock and paid in capital,
$.01 par value (authorized
15,000,000 shares; issued
10,000 shares) 13 13
------ ------
Total Liabilities and Stockholder's Equity $ 13 $13
====== ======
See Accompanying Notes to Consolidated Financial Statements.
Page 10
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
1997 1996 1995
---- ---- ----
(in thousands)
Revenues:
Commitment fee and miscellaneous income $ -- $ -- $ --
------- ------- -------
Expenses:
General and administrative expenses -- -- --
------- ------- -------
-- -- --
------- ------- -------
Income from operations before income taxes -- -- --
Income taxes -- -- --
------- ------- -------
Net income $ -- $ -- $ --
======= ======== =======
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
Year Ended December 31,
1997 1996 1995
---- ---- ----
(in thousands)
Net income $ -- $ -- $ --
------- ------- -------
Balance at beginning of year 13 1,213 1,213
Dividends paid - (1,200) -
------- ------- -------
Balance at end of year $ 13 $ 13 $ 1,213
======= ======= =======
See Accompanying Notes to Consolidated Financial Statements.
Page 11
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31,
1997 1996 1995
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income $ -- $ -- $ --
------- ------- -------
Adjustments to reconcile net income
to net cash (used for) provided by
operating activities:
(Increase) decrease in receivable from
Credit Suisse First Boston Management
Corporation -- 1,200 (848)
------- ------- -------
Net Cash Provided by (Used for)
Operating Activities -- 1,200 (848)
------- ------- -------
Cash Flows From Financing Activities:
Net proceeds from (payments for):
Deferred debt issuance costs -- -- 848
Dividends paid -- (1,200) --
------- ------- -------
Net Cash (Used for) Provided by
Financing Activities -- (1,200) 848
------- ------- -------
Net change in cash -- -- --
Cash at beginning of year 12 12 12
------- ------- -------
Cash at end of year $ 12 $ 12 $ 12
======= ======= =======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
Page 12
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The consolidated financial statements include the accounts of
Collateralized Mortgage Securities Corporation (the "Company") and its
wholly owned subsidiary, Asset Backed Securities Corporation ("ABSC").
All material intercompany accounts and transactions have been
eliminated in consolidation.
2. Description of business
The Company was organized on January 29, 1985 as a Maryland
corporation. The Company was organized to issue and sell Collateralized
Mortgage Obligations (the "Bonds") backed by mortgage-backed
certificates (the "Certificates") issued and guaranteed as to principal
and interest by the Government National Mortgage Association ("GNMA"),
the Federal National Mortgage Association ("FNMA"), the Federal Home
Loan Mortgage Corporation ("FHLMC") and/or mortgage loans and
participations therein. ABSC was organized to issue notes
collateralized by receivables from (i) retail automotive installment
sale contracts, loans or leases, (ii) consumer or commercial loans or
leases, (iii) residential or commercial mortgages or leases, (iv)
pass-through certificates evidencing fractional undivided ownership
interests in trust(s) or pool(s) of receivables, or (v) any combination
thereof.
On December 22, 1988, Credit Suisse First Boston Management Corporation
(formerly CS First Boston Securities Corporation) ("FBSC"), the parent
company of the Company contributed all of the issued and outstanding
stock of ABSC to the Company. For financial statement purposes the
transaction has been recorded as a combination of entities under common
control. The Company does not guarantee the asset backed obligations of
ABSC upon a default of the Notes.
FBSC is a wholly owned subsidiary of Credit Suisse First Boston, Inc.,
a privately owned holding company.
During 1992, the Company issued Series 1992-1 through Series 1992-3 of
Bonds totaling $1,100,000,000 aggregate principal amount. During 1991,
the Company issued Series 1991-1 through Series 1991-9 of Bonds
totaling $3,931,000,000 aggregate principal amount. Each of these
issuances has been accounted for as a sale of the Certificates;
accordingly, the Bonds and the related Certificates do not appear on
the Company's Consolidated Balance Sheets. The Company has not recorded
any issuances since 1992.
Page 13
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2. Description of business (continued)
During the period from October 30, 1986 to December 3, 1987 ABSC issued
Series 1 through Series 6 of Asset Backed Obligations (the "Notes")
totaling $5,883,951,000 aggregate principal amount. During 1987 and
1988 ABSC deposited substantially all of its assets and related
liabilities into FBC Asset Securities Trust 1 and Asset Securities
Trust 2, respectively, trusts formed under the laws of the state of
Delaware, pursuant to trust agreements between ABSC and Wilmington
Trust Company as owner trustee. The trusts had assumed all of ABSC's
duties and obligations under the indentures relating to the Notes,
including the obligation to pay outstanding principal and interest.
On December 15, 1990 and November 15, 1992, FBC Asset Securities Trust
1 and Asset Securities Trust 2, respectively, distributed the final
payments to its bondholders and beneficial interest owners.
3. Summary of significant accounting policies
The Company and ABSC utilize FBSC to facilitate the settlement of all
transactions and maintain all excess cash with FBSC. Such cash is
available from FBSC on demand and does not earn interest. All gains and
losses are recognized by FBSC on each transaction.
The Company is included in the consolidated federal and combined state
and local income tax returns of Credit Suisse First Boston, Inc. The
amount of income tax expense is computed on a separate company basis
and allocated by Credit Suisse First Boston, Inc. to FBSC on behalf of
the Company.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
Page 14
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The directors and the executive officers of the Company are as
follows:
NAME AGE TITLE DATE ELECTED
---- --- ----- ------------
Gina Hubbell 41 President and Director 03/13/97
Anthony J. Cetta 48 Director 07/15/87
Rhonda G. Matty 39 Assistant Secretary 08/24/94
Diane Manno 39 Treasurer 09/13/96
Thomas A. DeGennaro 43 Director of Taxes 06/29/90
Thomas M. Zingalli 39 Controller and Principal
Accounting Officer 08/05/94
Item 11. Executive Compensation
No compensation was paid by the Company to persons who were
directors, officers or employees of the Company and its subsidiary
for their services as directors or officers of the Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Not applicable.
Item 13. Certain Relationships and Related Transactions
Not applicable.
Page 15
<PAGE>
PART IV
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:
The financial statements and notes to the financial
statements appear on pages 10 through 14. The Report of
Independent Auditors, KPMG Peat Marwick LLP, pertaining
to the 1997, 1996 and 1995 financial statements appears
on page 9.
(2) Financial Statement Schedules:
Consolidated Financial Statement Schedules are omitted
because they are either not required, inapplicable, or
the information is included in the consolidated
financial statements or notes thereto.
(3) Exhibits:
Indentures (incorporated by reference to Exhibit 1 of
Company's Form 8-K dated October 28, 1988 for Series
1988-14 and 1988-15 and dated November 30, 1988 for
Series 1988-17), dated as of January 1, 1987 as amended
by Amendment No. 1 dated as of April 30, 1987 and
Amendment No. 2 dated as of October 15, 1987, as amended
and restated as of August 1, 1988, between the Company
and State Street Bank and Trust Company, as Trustee.
Series 1988-14 and Series 1988-15 Supplements to
Indenture (incorporated by reference to Exhibit 2 of
Company's Form 8-K dated October 28, 1988) dated as of
October 28, 1988, between the Company and State Street
Bank and Trust Company, as Trustee.
Series 1988-17 Supplement to Indenture (incorporated by
reference to Exhibit 2 of Company's Form 8-K dated
November 30, 1988) dated as of November 30, 1988,
between the Company and State Street Bank and Trust
Company, as Trustee.
Articles of Incorporation of the Company as amended as
of January 7, 1986 (incorporated by reference to Exhibit
3.1 of the Company's Form S-3 Registration Statement
dated January 31, 1985).
By-laws of the Company as amended and restated as of
January 7, 1986 (incorporated by reference to Exhibit
3.2 of the Company's Form S-3 Registration Statement
dated January 31, 1985).
Page 16
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-k
(continued)
(3) Exhibits (continued):
Restated Certificate of Incorporation of Asset Backed
Securities Corporation (incorporated by reference to Exhibit
3.1 of the Company's Form S-3 Registration Statement (No.
0-14811)).
By-laws of Asset Backed Securities Corporation (incorporated by
reference to Exhibit 3.2 of the Company's Form S-3 Registration
Statement (No. 33-7382)).
Indenture, dated as of October 30, 1986, between Asset Backed
Securities Corporation and State Street Bank and Trust
Company, the Trustee (incorporated by reference to Exhibit 1
of the Current Report on Form 8-K dated October 30, 1986).
(b) Reports on Form 8-K
None.
(c) Exhibits filed as part of this report are included in Item
14(a)(3) above.
Page 17
<PAGE>
SIGNATURE
Pursuant to the requirements of the 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, on this 26th day of
March, 1998 .
COLLATERALIZED MORTGAGE
SECURITIES CORPORATION
By: /s/ GINA HUBBELL
----------------------
Gina Hubbell
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 26, 1998.
By: /s/ ANTHONY J. CETTA By: /s/ THOMAS M. ZINGALLI
-------------------- -------------------
Anthony J. Cetta Thomas M. Zingalli
Director Controller and Principal
Accounting Officer
By: /s/ RHONDA G. MATTY By: /s/ DIANE MANNO
--------------- ---------------
Rhonda G. Matty Diane Manno
Assistant Secretary Treasurer
By: /s/ THOMAS A. DEGENNARO
-------------------
Thomas A. DeGennaro
Director of Taxes
Page 18
<PAGE>
SIGNATURE
Pursuant to the requirements of the 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, on this 26th day of
March, 1998.
COLLATERALIZED MORTGAGE
SECURITIES CORPORATION
By: ----------------------
Gina Hubbell
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on March 26, 1998.
By: By:
---------------- ------------------
Anthony J. Cetta Thomas M. Zingalli
Director Controller and Principal
Accounting Officer
By: By:
------------------- ------------------------
Rhonda G. Matty Diane Manno
Assistant Secretary Treasurer
By:
-------------------
Thomas A. DeGennaro
Director of Taxes
Page 18
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit Page
1 Indenture dated as of January 1, 1987 as amended by Amendment
No. 1 dated as of April 30, 1987 and Amendment No. 2 dated as
of October 15, 1987, as amended and restated as of August 1,
1988, between the Company and State Street Bank and Trust
Company, as Trustee. **
1 Indenture, dated as of October 30, 1986, between Asset Backed
Securities Corporation and State Street Bank and Trust
Company,the Trustee. *****
2 Series 1988-14 and 1988-15 Supplement to Indenture dated as
of October 28, 1988, between the Company and State Street Bank
and Trust Company, as Trustee. ***
2 Series 1988-17 Supplement to Indenture dated as of November 30,
1988, between the Company and State Street Bank and Trust
Company, as Trustee. ****
3.1 Articles of Incorporation of the Company as amended as of
January 7, 1986. *
3.1 Restated Certificate of Incorporation of Asset Backed
Securities Corporation. ******
3.2 By-laws of the Company as amended and restated as of
January 7, 1986. *
3.2 By-laws of Asset Backed Securities Corporation. *******
Page 19
<PAGE>
INDEX TO EXHIBITS (CONTINUED)
* Incorporated by reference to the same Exhibits in Registration
Statement No. 0-13156 on Form 10 filed with the Securities and Exchange
Commission on January 31, 1985.
** Incorporated by reference to the same Exhibit in the Current Report on
Form 8-K filed with the Securities and Exchange Commission on November
14, 1988 for Series 1988-14 and 1988-15 and December 15, 1988 for
Series 1988-17.
*** Incorporated by reference to the same Exhibit in the Current Report on
Form 8-K filed with the Securities and Exchange Commission on November
14, 1988 for Series 1988-14 and 1988-15.
**** Incorporated by reference to the same Exhibit in the Current Report on
Form 8-K filed with the Securities and Exchange Commission on December
15, 1988 for Series 1988-17.
***** Incorporated by reference to the same Exhibits in the Current Report on
Form 8-K filed with the Securities and Exchange Commission on November
14, 1986.
****** Incorporated by reference to the same Exhibits in the Registration
Statement No. 0-14811 of the Company's Form S-3 filed with the
Securities and Exchange Commission on July 21,1986.
******* Incorporated by reference to the same Exhibits in the Registration
Statement No. 33-7382 of the Company's Form S-3 filed with the
Securities and Exchange Commission on November 12, 1986.
Page 20
<PAGE>
Consent of Independent Auditors
The Board of Directors
Collateralized Mortgage Securities Corporation:
We consent to incorporation by reference in the registration statement No.
33-42666 on Form S-3 of Collateralized Mortgage Securities Corporation of our
report dated March 26, 1998 relating to the consolidated balance sheets of
Collateralized Mortgage Securities Corporation as of December 31, 1997 and 1996
and the related consolidated statements of operations, changes in stockholder's
equity, and cash flows for each of the years in the three year period ended
December 31, 1997, which report appears in the December 31, 1997 annual report
on Form 10-K of Collateralized Mortgage Securities Corporation.
KPMG Peat Marwick LLP
New York, New York
March 26, 1998
Page 21
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 12
<SECURITIES> 0
<RECEIVABLES> 1
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 13
<TOTAL-LIABILITY-AND-EQUITY> 13
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
