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, 1998
Commission File Number 33-42666
COLLATERALIZED MORTGAGE SECURITIES CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<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)
</TABLE>
Registrant's telephone number, including area code 212-325-1811
------------
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
<TABLE>
<CAPTION>
Title of Number of shares outstanding
each class As of December 31, 1998
---------- ----------------------------
<S> <C>
Common Stock 10,000
par value $0.01 per share
</TABLE>
As of March 26, 1999 none of the Registrant's Common Stock was held by
non-affiliates.
Number of shares outstanding of the Registrant's Common Stock as of March 26,
1999 - 10,000
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>
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
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 6
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 7a. Quantitative and Qualitative Disclosures
About Market Risk 7
Item 8. Financial Statements and Supplementary Data 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 CERTIFIED PUBLIC ACCOUNTANTS 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 was 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, 1998.
Page 6
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
As of March 26, 1999 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 in the
consolidated financial statements or notes thereto included herein.
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, 1998, 1997 and 1996 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.
Year 2000 Issue
The Year 2000 Issue arises because many computerized systems use two
digits rather than four to identify the year. Date-sensitive systems may
recognize the year 2000 as 1900 or some other date, resulting in errors
when information using year 2000 dates is processed. In addition, similar
problems may arise in some systems, which use certain dates in 1999 to
represent something other than a date. The effects of Year 2000 Issues may
be experienced before, on, or after January 1, 2000, and, if not addressed,
the impact on operations and financial reporting may range from minor
errors to significant systems failure, which could affect a company's
ability to conduct normal business operations. The potential impact of the
Year 2000 Issue on the company is being addressed by Credit Suisse First
Boston, Inc., which has a contingency plan in place. It is not possible to
be certain that all aspects of the Year 2000 Issue affecting the Company,
including those related to the efforts of customers or other third parties,
will be fully resolved.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Page 7
<PAGE>
Item 8. Financial Statements and Supplementary Data
<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS Page
----
<S> <C>
Independent Auditors' Report 9
Consolidated Balance Sheets as of December 31, 1998 and 1997 10
Consolidated Statements of Operations for the Years Ended
December 31, 1998, 1997 and 1996 11
Consolidated Statements of Changes in Stockholder's Equity for
the Years Ended December 31, 1998, 1997 and 1996 11
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996 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, 1998 and 1997,
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, 1998. 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, 1998 and 1997,
and the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 1998, in conformity with generally
accepted accounting principles.
/s/ KPMG LLP
New York, New York
March 26, 1999
Page 9
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
1998 1997
-------------------- --------------------
(In thousands, except par value and share data)
<S> <C> <C>
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
======= =======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
Page 10
<PAGE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended December 31,
1998 1997 1996
---- ---- ----
(in thousands)
<S> <C> <C> <C>
Revenues:
Commitment fee and miscellaneous income - $ - $ -
--------- -------- ---------
Expenses:
General and administrative expenses
- - -
--------- -------- ---------
- - -
--------- -------- ---------
Income from operations before income taxes - - -
Income taxes
- - -
--------- -------- ---------
Net income $ - $ - $ -
========= ======== =========
</TABLE>
COLLATERALIZED MORTGAGE SECURITIES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>
Year Ended December 31,
1998 1997 1996
(in thousands)
<S> <C> <C> <C>
Net income $ - $ - $ -
--------- ------- ---------
Balance at beginning of year - - -
Dividends paid 13 13 1,213
- - (1,200)
--------- ------- ---------
Balance at end of year $ 13 $ 13 $ 13
========= ======= =========
</TABLE>
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,
1998 1997 1996
---- ---- ----
(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:
Decrease in receivable from
Credit Suisse First Boston Management
Corporation - - 1,200
--------- ------- ---------
Net Cash Provided by Operating Activities - - 1,200
--------- ------- ---------
Cash Flows From Financing Activities:
Net proceeds from (payments for):
Dividends paid - - (1,200)
--------- ------- ---------
Net Cash Used for Financing Activities - - (1,200)
--------- ------- ---------
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.
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.
Certain expenses are paid on behalf of the Company by Credit Suisse First
Boston, Inc.
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:
<TABLE>
<CAPTION>
NAME AGE TITLE DATE ELECTED
---- --- ----- ------------
<S> <C> <C> <C>
Gina Hubbell 42 President and Director 03/13/97
Rhonda G. Matty 40 Assistant Secretary 08/24/94
Zev Kindler 35 Treasurer 11/10/98
Thomas A. DeGennaro 44 Director of Taxes 06/29/90
Thomas M. Zingalli 40 Controller and Principal 08/05/94
Accounting Officer
</TABLE>
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 LLP, pertaining to the 1998, 1997 and 1996
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>
SIGNATURES
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, 1999 .
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, 1999.
By: /s/ RHONDA G. MATTY By: /s/ THOMAS M. ZINGALLI
------------------------------ -------------------------------
Rhonda G. Matty Thomas M. Zingalli
Assistant Secretary Controller and Principal
Accounting Officer
By: /s/ THOMAS A. DEGENNARO By: /s/ ZEV KINDLER
------------------------------ -------------------------------
Thomas A. DeGennaro Zev Kindler
Director of Taxes Treasurer
Page 18
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Page
- ------- ---------------------- ----
<S> <C> <C>
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. *******
</TABLE>
Page 19
<PAGE>
INDEX TO EXHIBITS (CONTINUED)
<TABLE>
<S> <C>
* 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.
</TABLE>
Page 20
<PAGE>
Consent of Independent Certified Public Accountants
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, 1999 relating to the consolidated balance sheets of
Collateralized Mortgage Securities Corporation as of December 31, 1998 and 1997,
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, 1998, which report appears in the December 31, 1998, annual report
on Form 10-K of Collateralized Mortgage Securities Corporation.
/s/ KPMG LLP
New York, New York
March 26, 1999
Page 21
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<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>
